The Birth of The Alien Force
by Tenshi Yami- Angel of Darkness
Summary: A spell gone wrong and a new alien can really create some problems. But is it really a problem. BenxHarem. Main pair is BenxGwen. Minor pairs BenxOCs Warning: Lots of Smut
1. Chapter 1

**Well, this is a shocker, i never thought i would actually post this. Anyway, you know the drill, leave a review letting me know what you think and whatever. Flames accepted only if they help with the story otherwise they get fed to Fluffy.**

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Ben Tennyson groaned and twisted around in his chair so he could watch his cousin Gwen as she typed something into her laptop as she read it out of her spell book. "I can't believe Grandpa left us here in the rustbucket while he went to get some parts," Ben groaned as he looked around the RV. "Considering how advanced this thing is you'd think it wouldn't break down as often as it does."

"Shut up, doofus," Gwen said without looking up from her spell book as she stumbled over the translation of the spell she was reading. "I need to concentrate on this and I can't do that if you keep complaining every two minutes. You know as well as I do that all grandpa's advanced technology was added to the rustbucket after he bought it. That means it breaks down just as often as any RV as old as this one."

"I know," Ben moaned as he twisted into a new position in his chair, "but why couldn't he take me with him to get the parts? This is so boring just waiting for him to get back, at least you can study your spell book, what am I suppose to do?"

"Whatever you want," Gwin told her ten year old cousin as she frowned at her spell book again, "as long as you keep quiet and leave me alone so I can concentrate on this new spell."

"Ok, whatever you say dweeb," Ben said as he settled back in his chair and set his head down on his crossed arms so he could look up at his cousin's bright red hair from the top of the table. When Ben realized that Gwen was ignoring his best efforts to distract her he shifted his arms so he could look at the oversize watch on his left wrist and started twisting the ring around the crystal. He cycled through his regular alien heroes like Heat Blast, Four Arms, and Wild Mutt without stopping and when he got to the end he tried pushing another button before giving the ring one more twist until a new silhouette appeared on the watches crystal. "All right," Ben said under his breath as he hit the switch so the watches face popped up to form the activation plunger.

Ben hesitated and glanced over at Gwen to see what she was doing and heard his cousin muttering a spell under her breath. Gwen's voice took on the odd bottom of the well reverb that signaled her success in tapping into her magic powers and Ben figured this was the perfect time to activate the omnitrix since she'd be too preoccupied to notice what he was doing until it was too late. Ben slammed down the watches plunger and felt it's power surging through his body, shifting his DNA to match that of the alien showing in the omnitrix. As the watch altered his DNA Ben felt his body shifting to take on the form of the alien he'd seen in the watch's display.

When his body finished shifting into it's new form Ben looked down to see how things had changed. As usual he now seemed to have an adult form - at least the alien appeared to be about six feet tall - and he appeared to be a humanoid with a skin tone that looked like the golden tan most people only dreamed of. On his long fingers and the heels of his hands he could see some kind of scaly pads that matched his skin tone but stood out from the rest of his hands in a subtle way. That was as far as Ben got in his self examination before Gwen started yelling at him and he turned to see her glaring up at him with the same green eyes that normally stared back at him from the mirror, in fact her whole face looked a lot like his own - even more than most cousins - in fact the only noticeable difference between them was the color of their hair.

"Benjamin Tennyson," Gwen growled in a voice almost too soft to hear except that Ben's new alien form seemed to have much sharper hearing than he usually had. "Do you have any idea what you just did?"

"Not really," Ben muttered, "but I'm sure you're about to tell me you geek."

"Oh I'll tell you alright," Gwen hissed. "I was in the middle of casting a spell when you used the omnitrix and the flash of light from it's activation disrupted me so that I miss spoke the end of the spell. When that happens anything could happen with a spell."

Ben was starting to figure out some of the things his new alien could do. As Gwen picked up her spell book to take a closer look at the spell she'd been casting he realized that his sense of smell was good enough to recognize the anger in her scent, but under the anger he detected two other smells that stood out from her soap, shampoo, and other unnatural smells. One smell peaked his interest but even though his alien form seemed to recognize the scent Ben didn't know enough to say what the smell was. Besides, the second smell was far more interesting, and growing stronger by the second. Ben could almost feel the second scent overwhelming his senses and before he knew what he was doing he increased the strength of his own pheremones and noticed the shift in Gwen's scent as her own body responded to the increase in his pheremones.

"Oh no," Gwen groaned, Ben saw her face grow pale before it blushed as red as her hair.

"What's wrong," Ben asked in his alien baritone that seemed to purr as he spoke, in fact he was purring, a sound that issued from deep in his chest even as he spoke, but since Gwen didn't seem to react to the sound he suspected that the purr was somewhere in the ultrasonic range so she couldn't hear it even though the sound was clear to his alien ears.

"The spell I was casting," Gwen said as she stared at the page in front of her, "I thought it was a charm spell - you know, charm your enemy so you don't have to fight him - but now I see that I mistranslated the name of the spell. It's actually a lust spell, and the point where you interrupted the spell was when I was naming the target of the spell."

"Don't tell me," Ben said as the interesting smell Gwen was giving off increased again, "I was suppose to be the target, right?"

"No way dweeb," Gwen snorted, "I wouldn't waste a spell like this on a peabrain like you. I was going to give the spell a null target, that's no target to you, Ben, that would negate the spell before it took affect, but thanks to your interruption I accidently cast it as a general target instead. That means everyone in our general area was affected by the spell."

"How large an area are you talking about?" Ben asked as his purr shifted registers and the pads on his fingers and hands started vibrating at the same frequency as his purr.

"Not very large," Gwen said her relief obvious in her scent, "in fact no one outside of the rustbucket was affected."

"That's not too bad then," Ben said as s smile crossed his lips. "Of course you know what this means don't you Gwen?"

"No," Gwen said with a frown, "what does it mean, Ben?

"It means if you tell Grandpa Max about me using the omnitrix than I'll tell him about you casting a dangerous spell."

Gwen let her spell book drop to the table as she turned to glare at her cousin, "Benjamin Tennyson, you wouldn't dare."

"If you don't tell I won't tell," Ben said with grin. The underlying smell from Gwen's body was growing stronger with every second and Ben thought he was noticing some other changes as well. He thought he saw something poking out against the fabric of Gwen's shirt and his eyes suddenly zoomed in for a close up view of his cousins blue on blue tee shirt where the cloth stretched out on either side of the dark blue cartoon cat just below the shirt's dark blue yoke. With his alien eyes Ben could actually see how Gwen's erect nipples stretched the fabric of her favorite shirt.

"Ben, what do you think you're doing?" Gwen snapped. Ben could smell his cousin's anger for a split second, but it quickly disappeared, overwhelmed by the smell of her curiosity and lust.

"Sorry, Gwen," Ben said in the new alien's vibrating baritone when he looked down and realized that the crotch of his costume had vanished and released his penis to bob erect in the air where the cute red head could follow it's movements with her eyes as she licked her lips nervously. "You know how the watch - and sometimes my aliens too - has a mind of its own. Here, let me cover myself up for you," the ten year old said as he reached to grab a nearby towel.

"No!" Gwen cried before Ben reached the towel, for a second he wasn't sure which was stronger - her curiosity or her lust - but he soon realized that her lust was going stronger by the second and the scent of it was pushing his own pheremones - as well as his ultrasonic purr - to new heights. "Is that really what a penis looks like?"

Ben took a closer look at his alien cock and realized that it actually did look a lot like his own, at seven inches it was about an inch longer than his normal size and a little thicker as well, but it still had the slight curve from base to tip that he had. "It's a little bigger than usual," he told Gwen as she kept staring at the erect prick, "but it looks just like my cock."

"Can I look at it, Ben?" Gwen asked, hesitantly reaching for the penis with an outstretched finger. "Can I touch it?"

"You can touch it all you want, Gwen," Ben said with an indulgent smile. "As long as you take off your shirt so I can look at your tits and play with them while you're doing it." Ben could smell Gwen's anger spike again, but it was gone almost before he knew what the scent was, washed away by a tidal wave of lust and curiosity.

"Deal," Gwen said, grabbing the hem of her shirt and lifting it up over her head in one quick move. Under the shirt she wasn't wearing a bra and the small mounds of her breasts stood out just an inch or two from her chest while her erect nipples stood out a quarter of an inch further, bobbing up and down where the fabric of her shirt had caught them in her rush to get it off.

"Satisfied?" Gwen asked, putting her fists on her hips while Ben stared hypnotized at her vibrating nipples.

"Oh yeah," Ben said with a bemused smile on his as he reached out to touch Gwen's tiny tits with the pads of his alien fingers. As soon as his fingers made contact with Gwen's skin he sent an ultrasonic pulse through the pads to stimulate the sensitive nerves connected to his cousin's nipples.

Gwen let out a short gasp of pleasure and her whole body shivered at Ben's touch, but she only let the sensations distract her for a second before she reached for her own prize and wrapped her hand around Ben's cock as she brought her face in for a closer look.

"Just how much bigger is this cock to the one you usually have?" Gwen asked as used the index finger of her other hand to stroke the tip of Ben's cock.

"I think it's about an inch longer and maybe a quarter inch than mine," Ben said, suppressing a groan of pleasure as his cousin ran her finger around the head of his erect prick. "From the locker room at school I know that I have the largest cock in my grade, in fact I'm bigger than most of the guys in sixth grade."

"Wow, I didn't know anyone our age could be that big," Gwen said as she let her hand move slightly up and down along Ben's shaft. Ben suppressed another moan of pleasure and tried to concentrate on what he was doing with Gwen's tits while she started playing with his cock. In the back of his mind he was wondering just how far Gwen would let him go with her, and how far he'd let her go with him. From the strength of the lust he was smelling from her he suspect the two of them were about to let themselves go further than they'd ever dreamed. Even as he was wondering Gwen noticed a clear drop of precum oozing from the slit at the tip of his cock and she stuck out her tongue to catch it before it had a chance to roll down his shaft.

"Oh God, that feels so good Gwen," Ben groaned as he pinched the redhead's nipples and sent a pulse of ultrasonics straight to her nerves so her whole body shivered in response, just short of a full orgasm.

"Whatever you're doing, Ben," Gwen said as she licked her lips, "it feels just as good. Ben I want to try something, but it's more than we agreed to."

Ben could smell the lust rolling off Gwen's body and had an idea what she wanted to do, but she was making him feel so good he'd be an idiot to turn her down now, but he wasn't about to let her know that. "Do whatever you want, Gwen, but it's going to cost you later."

"I'll pay whatever it takes," Gwen said with a worried frown, "but I'm not going to argue with you now."

As soon as she agreed to Ben's terms Gwen moved her head right into Ben's crotch and slipped her lips around the head of his alien cock as she held the shaft steady with both hands. She let her tongue roll around the tip for a few seconds and then slowly moved her lips down the shaft and back up again, letting the head of the cock slide a little further down her throat with each stroke.

Ben's breath was coming in gasps of pleasure as Gwen sucked his cock down her throat. He could feel the walls of his cousin's esophagus massaging his larger than normal size shaft and he was doing his best to hold back his approaching orgasm as he transmitted his pleasure through the pads of his fingers to Gwen's tits. Ben felt Gwen shiver again as the ultrasonic vibrations from his hands sank deep into her body, giving her more pleasure than she ever thought possible. With one hand on his cousin's shivering tits Ben shifted his other hand down to her belly, just above her white calf length pants and started sending an ultrasonic pulse through his finger pads and into the girl's stomach.

Gwen felt a surge of something when Ben moved his hand down to her stomach and her pussy responded with a surge of sexual energy that raced up her spine to her head where it exploded with a rush of pleasure that felt better than anything she'd ever managed to do when she played with herself. As her body jerked and shook from her orgasm Gwen tried to concentrate on sucking Ben's cock as far down her throat as it would go even as her muffled screams of pleasure escaped from around the shaft wedged in her mouth. Once her head stopped spinning Gwen went back to deep throating Ben's oversize cock, but in spite of the fact that he was trying not to cum it wasn't more than a half dozen strokes that she felt the shaft bulge and expand slightly in her mouth as her cousin's alien form shot a load of cum deep in her throat.

"Wow," Ben groaned as he dropped back in his chair once she released his half erect penis from her sucking mouth. "That was incredible Gwen," he groaned, "how did you ever learn to give a blow job like that? I thought for sure this was the first time you ever saw a real cock in your life."

"It was," Gwen admitted as she gave her cousin a superior smile and brushed her coppery hair out of her face. Sometime during the blow job she'd lost her blue barrette and she started looking around to see if she could spot it, she figured anything would be better than to look at Ben in his alien form and wonder how that cock would feel sliding in and out of her pussy instead of her mouth. But she realized she was thinking about it even when she wasn't looking at Ben so after a few seconds she gave up looking for the missing hair ornament and turned back to look at her cousin.

In his new alien form Ben could almost pass for human, as long as he found a way to hide the scaly pads on his hands and fingers. A cap would probably hide his bald head easily enough, and if you didn't look too closely at his eyes they looked human, but when you got close enough you could see that the multi-faceted eyes were only forming the illusion of normal human eyes.

"As far as the blow job is concerned," licking a drop of cum from her lips Gwen continued from where she'd left off earlier, "I do believe in being prepared you know. I knew I'd give someone a blow job sooner or later so I've been practicing on carrots and weiners for the last six months. But I never expected you to be the first guy I sucked off, or that you'd be so big. Of course it's only your alien form that has the big cock."

"Hey, I have a big cock," Ben snapped, "it's just not as big as my alien one."

"If you say so Ben," Gwen said, wondering if Ben's cock was really as big as he claimed and what it would feel like fucking in and out of her pussy. She noticed the way Ben's slitted nostrils flared as she watched for his reaction and wondered if it was significant.

"So Gwen, are you ready to find out what I want for letting you suck me off like that?" Ben asked, giving his cousin a mischievous grin.

"Let me see," Gwen said, looking at the way Ben's cock was starting to grow hard again. "Does it have something to do with me doing all your chores for a week?"

"You wish," Ben said with a snort, "I figure since I let you suck me off, you have to let me suck you off. Get out of your pants and panties Gwen, I'm going to eat your cunt until you scream with pleasure."

"Yeah, right," Gwen said, hoping Ben didn't notice that her cunt was so wet that her pants and panties were soaked clear through. "Still, I did promise to give you whatever you wanted if you let me suck you off, so if you want to eat my pussy I guess that's what you'll get."

Gwen stood up and kicked off her sneakers before she grabbed her pants and panties and shoved them both down to her ankles with one quick push and then stepped out of the puddle of white and pale blue cloth before she turned and sat back down on the edge of her bench.

"That was easy," Ben thought to himself as he watched Gwen sit back down naked. The lust he smelled from Gwen's body was stronger than ever and he wondered how it was that she couldn't smell her own lust as it continued to build with every second. Still he wasn't about to say anything that might spoil his chance to get further with Gwen than he'd ever dreamed possible. As he got up from his chair Ben felt his costume drop away from his alien body and form a puddle of its own on the floor next to Gwen's clothes and he wondered if the alien uniform was anticipating his intentions even before he knew what they were.

He knelt between Gwen's thighs and pushed them even further apart so he could get a good look at her cunt before he started eating it. The lips around Gwen's slit were pink and puffy and Ben licked his lips in anticipation when he saw how wet they were already. When he zoomed in with his alien vision Ben could make out a few wisps of copper red hair scattered around his cousin's mound, but there wasn't enough hair to be noticed by the naked human eye yet. Ben placed one hand gently on Gwen's belly and the other one by the top of her slit, just above where he could see her clit poking out of its sheath. As soon as his finger tips touched Gwen's skin he started sending a ultrasonic pulse through the pads and he grinned when he heard a groan of pleasure escape from his cousin's lips as her clit started quivering and cunt juice started drooling from her pussy.

"I think we're both going to love this Gwen," Ben said as he scooted closer to her pussy.

"I know we are," Gwen groaned.

Ben ran his tongue along Gwen's slit, first on the right side, then on the left, he did it over and over again and watched as her pussy lips filled with blood and pulled away from her fuck tunnel. Ben wasn't sure how he knew what to do, but it was clear that this wasn't the first time for his alien form and he let his alien instincts take over while he went along for the ride. He opened his mouth as wide as it would go and locked his lips around Gwen's pussy, sucking hard enough to draw the cunt juice right out of her slit while his fingers teased the girl's clit with one ultrasonic pulse after another to make sure there was always more juice to suck down his thirsty throat.

Five minutes after Ben started eating her pussy Gwen had her first orgasm, her whole body going ridged and arching off the bench as she screamed loud enough to make the windows of the rust bucket shake a buzz. After Gwen had her first orgasm Ben stiffened his tongue and shoved it between his cousin's pussy lips as deep as he could, deep enough to feel Gwen's cherry where it stretched across the girl's fuck hole, a weak guardian protecting her virginity. As the tip of his tongue touched Gwen's hymen Ben sent another ultrasonic pulse through his cousin's belly and clit and grinned, pleased at his own success in sending the girl into another earth shattering orgasm.

"Oh God, Ben," Gwen panted as her whole body shook in the aftermath of her newest orgasm. "This is incredible, but it's not enough. Ben, you've go to fuck me. Please Ben, fuck me, fuck me now."

Ben looked past the small mounds of Gwen's tits and saw the determined look on his red haired cousin's face as she grabbed his head in her hands and tried to pull him further up her body so his now fully erect prick could make the trip to her cock starved cunt. "Are you sure you want to do this, Gwen?" Ben asked as he placed the tip of his alien cock against her swollen pussy lips. He didn't really need to hear Gwen's response since he could smell the arousal and lust rolling off her body like a tidal wave that threatened to drown him.

"Yes Ben, I'm sure I want you to fuck me right now," Gwen practically screamed at him as she tried to trap the head of his cock with her cunt lips.

"But shouldn't I be wearing a condom or something?" Ben asked as he tried to figure out if he really wanted this as much as Gwen did. "I mean, you don't want to get pregnant, do you?"

"Ben," Gwen said as she grabbed her cousin's ass and tried to pull him down into her pussy, "you're an alien, remember? Your whole DNA code is changed every time you use the watch, that means it's no longer a match for me and you can't get me pregnant no matter how much you want to. Besides, I'm too young to get pregnant, I haven't even started my periods yet so we're perfectly safe."

Ben suddenly remembered the scent he'd picked up earlier and realized there was something important about it that he should tell Gwen, but he just couldn't think straight enough to think of what he needed to tell her. After they fucked, then he'd tell her about the scent, and maybe together they'd figure out what it meant, but right now he just had to get his cock into his cousin's cunt and pop her cherry so he could fuck her.

Once he decided to go ahead with Gwen's demands to fuck Ben stopped hesitating and eased the head of his cock into the red head's fuck tunnel. For the first few inches he'd shove an inch or so of his cock into his cousin's hole and when she got use to it he'd pull back a little and then shove forward hard enough for another inch or so to enter her cunt. Ben kept going this way until the tip of his cock met with the barrier he'd been expecting.

"Gwen," Ben said as he looked down at his cousin's sweat soaked face and hair, "I'm going to pop your cherry now. It's going to hurt like hell for a few seconds, but after that we can really fuck and you'll love it."

"I know, Ben," Gwen said through gritted teeth, "I'm ready, pop that damn cherry and then lets have some real fun."

"Ok," Ben cried as he pulled back until only the head of his cock was in Gwen's tight cunt, "here we go." With all the strength of his alien body Ben shoved forward, sliding his prick through his cousin's willing slit until it met her hymen and drove right through it until his cock was buried to the base and his balls bounced off her tight little ass.

Gwen screamed and Ben leaned forward to kiss the tears of pain that dripped out of her closed eyes and down her cheeks. "I'm sorry Gwen," he said when she opened her eyes and looked him straight in the face, "that's the best way I know to take a girl's cherry, it hurts like hell, but it's over quickly. Now lets relax for a minute or so until you're ready to keep going and then we can start fucking and you'll forget all about how much it hurt to loose your virginity."

"Whatever you say, Ben," Gwen said sniffling a little as she tried to catch her breath.

As Ben waited for Gwen to give him the ok he shifted one hand to her cunt, just above where his cock entered her body, and the other one to her belly and started sending ultrasonic pulses to the nerves in those areas to stimulate them into new heights of pleasure. After giving Gwen a good hard tongue filled kiss Ben moved his lips down to her tits so he could suck on her nipples.

It took longer than Ben expected for Gwen to recover after loosing her cherry but after about two minutes stimulating her clit, belly, and tits opened her mouth with a gasp and told him to start fucking her. Even as he pulled his cock out for his first thrust Ben could feel Gwen's pussy muscles quivering with her approaching orgasm and he increased the level of the pulse frhis fingertips, pushing the red head into a screaming orgasm with his first full thrust.

Ben increased the speed of his fucking with each thrust and once Gwen recovered from her orgasm she locked her legs behind Ben's ass and her arms behind his head as she started screaming at the top of her lungs, "Fuck me Ben, fuck me."

"Oh yeah," Ben said with a wide grin on his face as every thrust pushed Gwen's bare ass into the thin cushion covering the bench.

"Oh God, I'm gonna cum again," Gwen wailed as her words trailed off to a scream of pleasure and she closed her eyes against the light show that seemed to shatter her head.

While Gwen was screaming in pleasure she missed the distinctive multiple beeps of the omnitrix timing out and with her eyes closed she didn't see the flash of green light as Bens body shifted back into its human form. For a second Ben hesitated, now that he was human again he'd lost his alien forms instinctive knowledge of how to fuck and he wasn't sure what to do, but when Gwen bounced her ass off the bench beneath her and slammed her cunt full force into his crotch he didn't have to think about what to do, his body took over like it had been fucking for years. In three thrusts Ben had his rhythm back and he was meeting his cousin thrust for thrust as he buried his cock as deep in her pussy as he could every time he slammed his hips forward.

Ben was able to keep going for another five minutes after he shifted back to human but then he felt the tension growing in his balls and he knew he wouldn't be able to hold out much longer. "Gwen," he called to his cousin, "I'm gonna cum."

"So am I Ben," Gwen whined.

"But Gwen," Ben said, "I'm human again. If I cum inside you as a human I could get you pregnant."

"I already told you Ben, I'm safe, I haven't started my periods yet so you can't knock me up. Keep fucking me, I want to cum again and I want to feel your cum juice inside me."

"Ok Gwen, if that's what you want," Ben said, he wasn't about to tell Gwen that he wanted to cum inside her as much as she wanted him to do it, besides, there was no way he could pull out in time the way she had her arms and legs wrapped around his body. Ben only managed to last four more thrusts before he felt his balls clench hard and he slammed his cock into Gwen as hard and deep as he could as he shot a load of baby juice deep into the red head's ten year old cunt and screamed, "I'm cumming Gwen, I'm cumming."

"So am I, Ben," Gwen screamed as her pussy clamped tight around Ben's cock and held him tight. "I can feel your cum inside me, Ben. This is so fucking incredible I never want to stop."

It was several minutes before Ben recovered enough to pull his flaccid cock out of his cousin and make his way back to his chair. "I can't believe we just did that," Ben moaned as he watched Gwen sit up on the edge of the bench.

"Neither can I," Gwen groaned as she reached for the tissue box. Ben was surprised when Gwen took the tissue and stuffed it into her pussy instead of using it to clean up the mess dripping out of her fuck hole.

"What are you doing, Gwen?" Ben asked.

"I'm making sure I don't lose any of your cum, doofis," she said as she grabbed some more tissue to wipe away the drips of cum on her thighs. I told you I like having your cum in my cunt, and since I can't get pregnant I want to make sure it stays in there where it belongs."

"Look, Gwen, I'm really sorry I messed up your spell by playing with the watch when I did," Ben said with as much sincerity as he could muster. "I'm also sorry for what happened afterward too."

"Well I'm not," Gwen said as she gave her cousin a broad smile. "If I hadn't miscast that lust spell we never would have fucked, and we never would have realized how much we love fucking each other."

"But Gwen," Ben said with a frown, "I wasn't the one fucking you, that was Horn Dog."

"Horn Dog?" Gwen asked.

"Well after a fuck session like that what else am I suppose to call an alien that built for nothing but fucking?" Ben asked.

"Well whatever you call your new alien there's something you need to know," Gwen said. "No matter how many orgasms Horn Dog gave me, no matter how hard I came with every orgasm he gave me, it wasn't until you changed back to Ben that I really enjoyed the fuck."

"That's crazy," Ben said, "Horn Dog knew exactly what he was doing when he fucked you, he knew just how to make you cum faster and harder than I ever could."

"Exactly," Gwen said as she grinned at Ben's puzzled expression. "Horn Dog knew all kinds of technics to make me cum over and over again, but his heart wasn't really in it. But when you became human again you didn't have the ability to use those techniques anymore, but what you lost in technique you gained in enthusiasm and that enthusiasm is what makes you a better fuck than Horn Dog."

"I guess I can understand that," Ben said with a shrug. "For me , as long as I was Horn Dog all I could think of was using my powers in just the right way to give you as much pleasure as possible. I wasn't really able to enjoy fucking you until I changed back and didn't have to worry about how to use my powers. And boy did I enjoy fucking you then, too bad it will never happen again."

"What do you mean it will never happen again?" Gwen asked.

"The whole thing was because of your lust spell, right?" Ben asked. "Unless you decide to cast it again it's not like we're ever going to fuck again."

"I don't know about that, Ben," Gwen said. "The lust spell ran out a while back, and all I know is that I can't wait to get that beautiful cock of yours in my tight little cunt again. Ben, I want to fuck you and I think this would have happened eventually, lust spell or no lust spell."

"Maybe you're right, Gwen," Ben said with a sigh of relief, "and you have no idea how happy I am to hear that you want to fuck me again, because I really want to fuck you again. But how are we going to manage it?"

"It's not that hard," Gwen said with a grin. "In fact I think we can manage at least one fuck a night. All we have to do is leave after the camp is set up and before grandpa has supper ready. It should be easy to find a place with some privacy where we can get in a good hard fuck and still get back in time for supper."

"You're right," Ben said with a large satisfied grin.

"But that will have to wait for tonight," Gwen pointed out, "because right now we have to get dressed before Grandpa Max gets back with the parts for the rustbucket. So this will just have to hold you until tonight," Gwen said as she leaned over to give Ben a kiss before she bent down to pick up her clothes and toss Ben his.

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**Well, there you have it, my first fanfic. Been working on this puppy for a while and i finally convinced myself to put the thing up. Let me know what you think.**


	2. Chapter 2

**seriously guys almost 400 views and only one review and from someone i asked to look at the story. give me some feed back. **

**btw i don't oen Ben 10 in any way shape or form. **

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"Hey dweeb," Gwen said as she carried her food to the table in the rustbucket and set her bowls down, "take your feet off the table. Do you have any idea how gross that is?"

"How can you say I'm gross when you eat something like that?" Ben asked as he took his stockinged feet off the table without taking his eyes off his handheld video game, he put his shoulder against the wall as grandpa Max took the off ramp just a little to fast. "I mean, who eats sauerkraut and strawberry ice cream?"

"It's not like I had much choice," Gwen said as she took a spoonful of sauerkraut and held it in front of her mouth as she spoke. "After you raided the fridge this morning this was all we had left."

"At least I left something for you," Ben said, "so why are you complaining?"

"Actually I'm not," Gwen said, putting her spoon down and leaning close enough to Ben so he could hear what she was saying as she lowered her voice. "When I opened the fridge I realized that sauerkraut and strawberry ice cream was exactly what I was craving."

"So you're not complaining then," Ben said. "That's fine with me."

"You're such a doofus," Gwen said as she glared at Ben, but the wink she gave her cousin said something much different, especially when curled her fingers and moved her hand back and forth in front of her open mouth to show how much she was looking forward to giving him a blow job.

"And you're such a geek," Ben responded, sticking his tongue out at Gwen and moving it up and moving it up and down like he was licking her bald pussy.

"Keep it down you two," Grandpa Max said from the driver's seat. "I know it's early but after the way we all took out those bank robbers earlier I think we could use a little extra rest tonight. I know a great camp site just a few miles off the highway so we'll make an early night of it. And in spite of the way you kids have been raiding the fridge I know we have enough food for tonight and tomorrow, but we'll have to stop at the store before we get very far in the morning."

"Sounds good to me, grandpa," covering his mouth so his grandfather wouldn't see the way he licked his lips as he gave Gwen a suggestive wink. "Those bank robbers tired me out more than I realized so I wouldn't mind getting to bed early tonight."

"Sounds good to me too," Gwen said as she finished her food and took her dishes to the sink and washed them before she put them away. When she turned back to the table she looked to make sure grandpa wasn't looking before she patted her crotch so Ben could see what she was doing as she walked back to the same bench where the two of them had fucked for the first time a month earlier. After glancing at the driver's seat again Gwen took a note from her pants pocket and slid it across the table so Ben could read it.

"You don't want me to change before we meet tonight?" Ben asked in a whisper, "why?"

"I'll explain later," Gwen hissed as she made sure Grandpa Max wasn't looking at them in the rearview mirror, "just do it, ok doofus?"

"Whatever you say, geek," Ben responded, giving Gwen a quick wink to show he didn't really mean anything by the word. He noticed that his cousin was looking past him and turned to see that they were passing an abandoned cabin.

"He grandpa, how long before we get to the campsite?" Ben asked as he and Gwen watched the cabin disappear behind them.

"We're there now," Grandpa Max said as he slowed to turn onto a short two track road.

"I'll leave first and meet you at the cabin as soon as we get camp set up," Ben whispered to Gwen."

"Ok," Gwen whispered back, "I'll meet you at that abandoned cabin we just passed, but until then we keep away from each other."

"Just like every other day," Ben said with a soft chuckle, "you don't know me, I don't know you, we sneak off separately and then meet up and fuck like crazy until it's time to come back for dinner. The highlight of every day for me."

"Me too," Gwen said as she gave Ben a quick grin and wink. "So I'll see you at the cabin."

"Bye grandpa," Ben called, heading off as soon as they had the camp set up.

"Where are you going Ben?" Grandpa Max asked as he placed the tools back in the storage cabinet of the rustbucket.

"I'm just gonna look around, grandpa," Ben said with a shrug, walking backward as he talked to his grandfather and tried to keep a straight face when he saw Gwen moving her fist back and forth from her mouth like she was giving him a blowjob already.

"Ok," Grandpa Max said, "just make sure you're back in two hours for dinner. I'm making rattlesnake chili."

"Ok, grandpa," Ben said, stretching the words out uncertainly. "I'll be back for dinner, I promise."

"You know he's going to do his best to avoid your rattlesnake chili," Gwen said as she and her grandfather watched Ben disappear down the dirt road.

"I'm sure he'll try," Grandpa Max said with a grin, "but he doesn't know how long rattlesnake chili can simmer without going bad. As long as he comes back to go to bed dinner will still be ready."

"Sounds good," Gwen said, trying to hide a cringe at the thought of her grandfather's chili. "But if you don't mind I think I'll take a walk until dinners ready too."

"Go ahead Gwen," Grandpa Max said with a quick wave of his hand as he turned back to the rustbucket. As soon as Gwen headed up the two track Max turned away from the RV to watch his granddaughter as her hips swayed incisively with every step. He wondered if Gwen realized how much her walk had changed in the past month since she and Ben started fucking. With one hand Max dug into his pants pocket and fingered the blue barrette he'd found in the cushion of the bench after he'd noticed that it was missing from Gwen's hair that day when he got back with the parts to fix the rustbucket. That missing barrette was the first clue he had that something had happened that afternoon, another was the way Ben and Gwen started acting toward each other. On the surface nothing had changed but he'd noticed the way the two of them started looking at each other and the gestures they'd exchange when they thought he couldn't see. It wasn't long before he noticed other things too, like the way their clothes would be rumpled wen they got back from their walks, or the cum stains on Gwen's panties. And of course there was the surveillance video from the rustbucket showing the whole scene of Ben and Gwen's first fuck in living color and sound.

Thinking about the video made Max think of the fact that he'd have more than enough time to watch it through twice if he got the chili started right away. He turned to watch the sway of Gwen's hips again and felt his cock start to rise along with the smile on his face and he tried to shift his thoughts away from what Gwen and Ben were about to do in case his granddaughter turned around and noticed the way he was watching that wonderful ass of hers. His mind wandered back to Gwen's snack earlier and he grimaced as he thought about it. "Cold sauerkraut and strawberry ice cream," he muttered to himself. "I haven't heard of a combination like that since . . . since. Oh my," Max said as his eyes opened wide in comprehension. "It looks like this summer has turned out even more productive than I thought it would be."

"In fact," Max thought as he turned to get one more look at Gwen's bouncing ass and he adjusted his Hawaien shirt, "if things work out it won't be too long before my cock joins Ben's in that tight little cunt of hers."

When Gwen arrived at the abandoned cabin she could tell that Ben had used his time to try and make things more comfortable for the two of them. Dust still coated the floor and every other surface in the cabin's only room, but Ben had somehow managed to pull the mattress off the dilapidated bed and turned it over on the floor so the worst of the stains were hidden. The mattress still smelled of mold, but at least the smell was dim enough that Gwen could ignore the smell as she sat down on the lumpy pad.

"So Gwen," Ben said as he sat down next to her and gave her a lopsided smile, "why did you want me to come here without changing into one of my alien forms? Normally I would have changed into one of my aliens and searched the area to make sure we had some privacy, but tonight we can't be sure because you told me not to change."

"I can take care of the surveillance," Gwen said, pulling out her spell book and leafing through the pages until she reached the one she wanted. Her voice took on the reverb it always did when she was casting a spell but Ben didn't notice anything out of the ordinary except that his redheaded cousin closed her eyes as she turned her head from side to side several times before she nodded in satisfaction and opened her green eyes again. "We're fine Ben, the closest person to us right now is Grandpa Max, and he's back at the rustbucket. The closest person after him is over five miles away so we have all the privacy we want."

"Good," Ben said with a nod. "But I still want to know why you didn't want me to change. I hope it wasn't because you wanted to try out a new spell."

"Ben, I've used this spell before," Gwen pointed out. "The reason I wanted you to come here without changing is because I want you to turn into a particular alien form."

"Oh," Ben said with a crooked grin and a quick wink, "it's going to be one of those nights. So, who do you want to try this time? Four Arms? Upgrade? XLR8? Wild Mutt? Wait, I know, Ditto, I remember how much you liked having both of your nipples sucked at the same time you were fucked and sucking cock."

"No Ben," Gwen said as Ben started dialing the watch, "it's not going to be one of those nights. While maybe it will later, but first there's something I need to know and I think one of your aliens can tell me what I want to know. Besides, even though your aliens make for an interesting change every once in a while I still prefer you and your normal cock when it comes to fucking."

"Ok," Ben said slowly, "in that case who do you want me to change into?"

"I want you to change into Horn Dog," Gwen said.

"Horn Dog?" Ben practically yelled, "are you crazy? The one and only time I changed into Horn Dog we ended up fucking each other crazy before we realized what we were doing."

"I remember, Ben," Gwen said, giving her cousin a broad smile. "But you have to remember that while you were changing into Horn Dog I was casting a lust spell at the same time. From what you told me about your powers as Horn Dog I suspect that his senses are hypersensitive and he was overwhelmed by my lust as well as his own. As Horn Dog your senses went into overdrive from all the lust in the rustbucket and you were feeding it back to me at the same time with your pheromones and ultrasonics and that's why we ended up fucking like crazy. Without the spell I think you'll be able to stay in control as Horn Dog, and with your heightened senses you should be able to tell me what I want to know. And if I'm wrong and we end up fucking like bunnies I won't regret it any more than I did the first time we fucked - or all the times we've fucked over the past month."

"If that's what you want, Gwen," Ben said as he adjusted the watch until the plunger popped up, ready for activation. He hesitated for a second with his hand held over the plunger but when he looked at Gwen she nodded at her and he slapped it down. Ben felt the power of the omnitrix run through his body as he shifted from his ten year old human form to the adult form of Horn Dog.

When the change was done Ben took a deep breath and held it before releasing it in relief. "You were right Gwen," Ben told his cousin, he saw the redhead sigh but he wasn't sure if it was in relief or frustration. "I can smell how horny you are and I still want to fuck you, but without your lust spell I'm able to control my own desires and instincts. So, what do you want to know?"

"First," Gwen said, tapping her fingertips together in front of her chest, "you mentioned that there was a smell you noticed just before our mutual lust overwhelmed you. After you changed back you said that you couldn't remember what the smell was or what it meant. Now I want you to try thinking back and see what you can remember about it."

"Ok," Ben said, suppressing the purr that threatened to emerge from his chest as he tried to think back to a month earlier. "I remember."

"What was it Ben?" Gwen asked impatiently when her brown haired cousin didn't say anything more.

"The scent," Ben said slowly, "now I know why I wanted to warn you. You were fertile, but how is that possible? You told me yourself that you haven't even had your first period yet."

"And I still haven't," Gwen said with a sigh, "but a girl's first fertile period is two weeks before her first period. Ben, what do you smell now?"

Ben gave his cousin a puzzled look as he sniffed the air and slowly moved closer to her, sniffing even more intensely as he moved closer until he was just a few inches from her body before he backed off. "Well," he said slowly in his rumbling baritone, "you don't smell fertile. But the only word I get doesn't make any sense, maybe it's an alien term that doesn't translate."

"What is the term, Ben?" Gwen demanded.

"Gravid," Ben said. "Does it mean anything to you?" he asked with a shrug of his well toned alien shoulders.

"Yes," Gwen said with a sigh as she plopped back on the mattress they were both sitting on. "It's not an alien term, Ben, it's English. It's another way of saying I'm pregnant."

"Pregnant?" Ben said slowly after what he hoped was only few seconds of silence when he realized he'd been staring at a spot on the ceiling after Gwen gave him the news. "Are you sure?"

"I am now," Gwen said with a weak grin. "I've suspected the truth for a few days now, ever since I woke up sick to my stomach four days ago. Then I noticed that my breasts were feeling real sensitive and even ached a little bit. And finally there was the craving I had this afternoon. Thinking back on it now I can't believe that I actually wanted sauerkraut and strawberry ice-cream, but even now I find myself craving it all over again."

"I'm sorry Gwen," Ben said, sliding closer to his cousin's prone body and starting to purr in an effort to comfort her as he reached out to stroke her body. "I didn't mean to knock you up."

"I know that you dimwit," Gwen said, "but it's not really your fault, or at least not just your fault. Don't forget, I wanted you to cum inside me, and I certainly didn't stop you from fucking me over the past month. If anything I encouraged you to fuck me because I enjoyed it just as much as you did."

"So, what are we going to do now?" Ben asked as he ran his hands over Gwen's stomach as he sent ultrasonic pulses through the pads on his palms and fingertips. "I mean, we can't just walk into a clinic and ask for an abortion can we?"

"Not without permission," Gwen said, "but then I don't want to get an abortion anyway."

"What do you mean you don't want an abortion?" Ben asked. "What else are we going to do?"

"I'm not sure if you'll understand this," Gwen said slowly, "but even though I didn't want or expect this pregnancy, now that I know your baby - our baby - is growing in my belly I don't want to lose it."

"I think I might actually understand what you're saying," Ben said as he slid his hands along Gwen's belly, "especially since I can see the baby right now."

"How is that possible?" Gwen asked as she watched Ben's roaming hands.

"The ultrasonic pulses from my hands are working like an ultrasound," Ben said. "Somehow my mind is able to interpret what the pulses tell me and I can actually see the baby growing in your womb. There's not much to see right now, not much more than a pulsing lump of flesh, but it's the most beautiful thing I've ever seen."

"I wish I could see it," Gwen sighed. "You know we'll have to tell Grandpa Max the truth. I think if we tell him the truth he'll find a way to help us."

"Maybe," Ben admitted. "The way he's been looking at us lately I can't help but wonder if he suspects the truth already."

"I don't see how he could," Gwen said thoughtfully, "but somehow I think you're right."

"That's something to deal with later," Ben said, "right now I can't help thinking how much I want to fuck that pregnant pussy of yours."

"And I want to be fucked," Gwen said, giving Ben an encouraging smile. "Do you have any idea how horny a girl gets when she's pregnant? All those hormones running through my body are driving me crazy with fuck lust and I can hardly wait to get your cock slamming in and out of my wet hungry cunt."

"Why wait?" Ben said as he got to his feet and started searching for the fastenings on his suit. As Gwen got up from the mattress to remove her own clothes as quickly as she could. Before Ben could figure out how to remove his clothes he heard a familiar beeping sound and looked down to see the omnitrix flashing red just before he felt his body shift back into it's human form.

"That change didn't last long," Ben said as he started stripping out of his clothes and crawled onto the mattress next to Gwen.

"Not that short," Gwen said with a gasp as Ben reached for her closest tit. Now that he was actually looking at them he realized that his cousin's tits were larger than they were a month earlier. "After I told you I was pregnant you were so shocked you stared off into space more than five minutes before you recovered enough to say or do anything. So, are you still in shock? Or are you ready to fuck me as hard as I want you to?"

"Oh, I'm ready," Ben said indicating his erect penis. "But I wouldn't mind a little extra help to make sure I'm ready for your pregnant cunt."

"And back at the rustbucket you promised to eat my pussy," Gwen reminded her cousin, "so let's do both at the same time."

"Sure thing," Ben said, he started to shift around so he could straddle Gwen and reach her slit but she stopped him and straddled his body first.

"Sorry Ben," Gwen said as she lowered her pussy to his mouth while she gripped his cock in her hand, "but I want to try something different this time. I've heard of girls being on top and I thought I'd give it a try."

"Whatever you want," Ben said with a grin before he stuck his tongue out to lick the juices dripping out of Gwen's nearly bald slit before he tickled her erect clit with the tip.

Gwen's body shuddered with pleasure as Ben's tongue teased her clit before diving into her cunt for more juice. "Ben," she said as she slid her hand up and down his hard six inch prick, "I've been meaning to ask you something. How is it that you have a six inch cock when you're only ten years old?"

"I was hoping you wouldn't think to ask that question," Ben said as he took his mouth away from his cousin's pussy and replaced it with his fingers so he could speak. "Several months ago I noticed that my cock was starting to grow larger and faster than anyone else in my gym class. When I asked my father about it he told me he didn't think I really had anything to worry about but he set up a doctors appointment for me just to be sure."

"And what did the doctor say?" Gwen asked as her cunt clamped tight around the fingers Ben had shoved all the way into her fuck tunnel. She could feel her stomach starting to cramp at her approaching orgasm.

"He told me that I was going through early puberty," Ben said, "the doctor used some kind of medical term but it comes down to early puberty. He said that he could reverse the process, but since I was only developing a couple years early he didn't think it was that big a problem if I wanted to let things go the way they were. He said most people wouldn't even realize I was going through early puberty since the biggest change was the way my penis was developing."

"I've heard of early puberty," Gwen said thoughtfully as she continued to stroke Ben's cock, "in fact a friend of mine has the same problem - if you want to call it that - but in her case her breasts developed to the point that they're 36C's."

"I'd like to see that," Ben said with a groan as Gwen's body shook and quivered through its first orgasm.

"I think that can be arranged," Gwen said with a gasp as her body relaxed and her pussy released Ben's fingers so he could start moving them in and out of her juicy slit again. "In fact, if you're interested she may even be willing to let you fuck her too."

"That sounds like fun," Ben sighed, "but right now it's you're pussy I want to fuck. Do you still want to try being on top?"

"I sure do," Gwen said as she pulled her cunt off Ben's invading fingers and swung around so she was sitting on her cousin's stomach so his erect cock bounced against her ass as she looked down at his face. "Are you ready?"

"Go for it, Gwen," Ben said as he raised his arms to pinch her erect nipples. "So, how long before milk starts dripping out of your tits?"

"Several months," Gwen moaned as she raised her ass up until Ben's cock bobbed under her slit. "My belly will probably stick out this far before you can squeeze the first drop of milk out of my breasts. In fact my tits will have to grow a lot before you can do it."

"I know," Ben said with a silly grin on his face as Gwen eased the head of his cock into her pussy and slowly sat down until the whole shaft was swallowed by her tight juicy pussy as her clit rubbed against Ben's sparse pubic hair.

"Fuck me, Gwen, fuck me," Ben screamed as his redheaded cousin slid her cunt up and down his prick, rubbing her clit against his pubic hair at the bottom of every stroke. "Oh God, Gwen, your pussy feels so good when it's wrapped around my cock like this."

"And your prick feels so good as it fucks in and out of my cunt like this," Gwen gasped as her stomach started to flutter with the sexual energy that flowed up from her cunt as it gripped Ben's cock as he lifted his ass off the mattress to meet her slit every time she slammed her ass down like she was trying to shove it through Ben and the mattress. Gwen could feel Ben's balls dancing against her ass and felt her cousin's prick growing larger in her pussy and knew Ben was ready to cum even before he announced it.

"I'm going to cum," Ben screamed as he grabbed Gwen by the hips and held her tight as he shot his load deep in her cunt. Even as his cum hit the back of Gwen's fuck tunnel Ben felt his cousin's body go stiff as she screamed that she was cumming right along with him.

"You are such a great fuck, Gwen," Ben said as he kissed her, sticking his tongue down her throat. "How did you know about fucking like that? I mean with the girl on top like that."

"Just something I read about," Gwen said as she moved down to Ben's crotch and sucked it into her mouth to clean it off. "I've read about a few other things I'd like to try too, and I think you'd like as much as I will."

"What sort of things?" Ben asked, he could feel his penis starting to harden as Gwen licked him clean but he tried to ignore it because he knew they wouldn't have time for another fuck before they returned to the campsite.

"There's something called doggie style, and there's the spoon, and side by side," Gwen said thoughtfully after she spit Ben's clean prick out of her mouth. "The one I'd really like to try is something we can't do on our own."

"And what is that?" Ben asked, obviously curious as he started to pull his clothes on.

"It's called double penetration or DP," Gwen said, "I'm especially interested in something called a fuck sandwich where one guy fucks you in the cunt while another one fucks you in the ass."

"Actually Gwen, we can do a DP on our own," Ben pointed out. "All I have to do is change into Ditto and then two of us can fuck you at the same time."

"Yeah, I guess that would work," Gwen admitted reluctantly as she pulled on her own clothes, pulling her blue t-shirt with the cat head image she adjusted the it so that her erect nipples stuck out on either side of the cat head. "But I'd rather fuck you in your human form which means we'll need another guy to supply the other cock. So I guess it's just a dream."

"For now," Ben said as he held the cabin door open for Gwen, giving her ass a quick pat as she walked past him.

* * *

**special thanks for those who alerted this fic. hope this makes you guys happy. btw for those who are against incest, i have a plot line going that will take care of that, but you'll have to keep reading to see how it ends up. R&R please **


	3. Chapter 3

**seriously, almost 900 views and only 3 new reviews. **

** Dracoessa: I have no idea what you mean by your second review, as for your first review i dont want to spoil anything yet. **

** Guest: i have to for the plot to work out right. but he wont always be in it. **

**i disclaim no ownership of Ben 10 **

* * *

"More chili Ben?" Grandpa Max asked as he dished out a third helping for Gwen before adding more to his own bowl.

"No thanks Grandpa," Ben said as he grimaced at the spoonful of chili. "I think one bowl is all I can take."

"All the more for us then," Grandpa said as he grabbed a slice of bread from the dish in the center of the picnic table. "At least Gwen likes my cooking."

"Yeah, it's great Grandpa," Gwen said as she grabbed some bread for herself and took dunked it in her bowl before stuffing it in her mouth. Grandpa Max noticed the way his ten year old granddaughter kept looking at him and gave her an indulgent smile as he put his spoon down. "It looks like you have something on your mind Gwen," Max said as he ran his hand through his short grey hair and then adjusted his Hawaiian shirt over his large belly.

"Yeah I do Grandpa," Gwen said with a thoughtful frown as she glanced at Ben and reached up to adjust her burette. "I, that is we, Ben and I have something to tell you."

"Really," Grandpa said as he gave both of his grandchildren an encouraging smile. "Is this about the two of you fucking each other like crazy for the past month? Or is it about your pregnancy?" Max chuckled at the way Ben and Gwen stared at him open mouthed. "What, did the two of you think your old Grandpa was blind to the signals you were giving each other for the past month? Or the way you were always running off at the same time every night and then coming back with your clothes all awry. And then of course there was the sauerkraut and strawberry ice-cream you had this afternoon. The last time I saw a combination like that was when your grandmother was expecting your father Gwen."

"You really figured things out that easily Grandpa?" Ben asked as he reached under the table to grab Gwen's hand.

"It wasn't that hard," Grandpa Max said with a chuckle as he looked from Ben to Gwen and back again. "The way the two of you were acting when I got back from the store that afternoon I knew you were up to something. After you left that afternoon I made a quick search of the rustbucket to see if I could find anything incriminating, what I found was one of Gwen's barrettes stuck between the cushions of the bench. Then I checked video surveillance from the time I was gone and found out what the two of you were up to while I was gone."

"I didn't know you had that kind of surveillance set up in the rustbucket," Gwen said as she nervously played with the blue barrette in her red hair.

"With the kind of technology I have sitting around in the rustbucket you shouldn't be that surprised," Grandpa said with a smile. "That video is so hot I've been watching it every day for the past month and wondering when you were going to let your old Grandpa Max join the fun, you are going to let me join, aren't you?"

"I guess we could," Ben said, looking at Gwen for her agreement.

"Good," Grandpa Max said with a sigh of relief as he sat back from the table and patted his belly. "I was hoping you'd let me join in, and I do have some ideas I think the two of you will enjoy."

"That sounds great Grandpa," Gwen said with an uncertain smile, "but right now I was wondering if you have any ideas on what we're going to tell my parents about my pregnancy."

"I'm guessing you're planing to keep the baby since you didn't ask me outright about getting an abortion," Grandpa Max said thoughtfully and saw both Ben and Gwen nod in answer. "In that case I think the best story will involve you being raped and impregnated by your attacker, I'm sure if we work on the story between now and the end of the summer we'll make it convincing by the time we tell your parents what happened."

"Are you sure?" Gwen asked with a frown, "the story already sounds pretty lame to me and my parents aren't exactly stupid. I don't see how they're going to fall for a story like that, especially since they know I already have a blue belt in karate."

"Anyone can be caught by surprise, " Grandpa Max pointed out, "and it could actually make the story more believable since your parents will think that you'd be too embarrassed about what happened to tell Ben and me about it until it was too late to report it."

"Maybe," Gwen said uncertainly, "but we better make sure the story is believable by the time you drop me off at the end of the summer."

"Oh, we'll make the story very believable by then," Grandpa said with a chuckle that made his belly bounce around under his colorful shirt.

"Ben," Grandpa said as he got up from his chair and gestured for his grandson to join him, "come with me, I want to talk to you alone for a minute."

"Sure thing, Grandpa," Ben said as he got up from the table and followed the older man away from the rustbucket.

"What about me, Grandpa?" Gwen asked as she started to get up from the table to follow them.

"You stay right there," Grandpa said pointing at Gwen and then her chair. "You'll find out what we're talking about soon enough, but for now I need to talk to Ben privately."

Gwen watched as Ben and Grandpa walked off together until they were out of earshot and then started talking animatedly for a few minutes. The way they glanced back at her several times during their conversation told her that she had something to do with what they were talking about but she trusted Grandpa - Ben too, but not as much as she trusted Grandpa. Without thinking about it Gwen reached for a roll and started shredding it in her hands before she shoved the shreds into her still hungry mouth. Ben and Grandpa seemed to finish their conversation and Gwen watched as Grandpa took a step back from Ben and watched as he activated the omnitrix and changed into XLR8. She saw Grandpa pull out his wallet and hand Ben some money before her cousin ran off so fast he left an afterimage of his alien form behind.

"Where is Ben going, Grandpa?" Gwen asked as Max returned to the table and sat down beside her.

"Well, Gwen," Grandpa said slowly as he watched her shred and eat another roll, "there were a few things I decided to leave behind at the start of the road trip because I didn't think I'd need or want them since I thought you and Ben were too young to be interested in things like fucking and sucking. Now most of those things I thought I'd put off for a day or two until we reached a town with a good sex shop, but after Ben told me about something you said you'd be interested in trying I thought I better send him to get one particular item."

"But won't Ben have trouble buying something that only adults are suppose to have?" Gwen asked in concern.

"You're forgetting that all of Ben's alien forms look like adults," Max pointed out. "The store clerk may give Ben a long look because of his alien form, but he'll never realize Ben is a kid instead of an adult."

"I guess you're right," Gwen said hesitantly, "as long as Ben doesn't open his big mouth anymore than he has to."

"I didn't think about that," Grandpa said, "but as long as Ben looks like an adult he should be fine long enough to get the item I sent him after."

"Grandpa, why aren't you telling me what you sent Ben to get?" Gwen asked thoughtfully.

"Because if I told you what I sent Ben to get it would spoil the surprise," Max said with a wink. "But don't worry, from what Ben told me I'm sure you'll like the little surprise I have planned."

"What did you and Ben talk about before you sent him off, Grandpa?" Gwen asked, giving Max a sideways glare.

"Not much," Max said with a mysterious grin, "I just asked Ben if there was anything you wanted to try. He told me there were a few things you mentioned this afternoon and I thought we'd give one of them a try."

"Which one?" Gwen asked suspiciously as she tried to remember what she'd told Ben earlier.

"Now that would spoil the surprise," Max said with another one of his secret grins.

"Grandpa, since it was Ben who gave you the idea I'm a little worried," Gwen pointed out.

"Don't be," Max said as he watched Gwen shred and eat the last roll, "I just know you're going to love it."

"I hope so," Gwen said after she swallowed.

"By the way, Gwen, I know that Ben already gave you an ultrasound of some kind thanks to Horn Dog's abilities, but I think it would be a good idea if we had you and your pregnancy checked out by a real doctor. And as it happens I have a friend in the next town who owes me a few favors, he use to be a medic when he was a plumber and then he became a regular doctor after he retired from the organization."

"If you think so," Gwen said, trying to make her voice sound nonchalant but it was obvious to Max that she was relieved at the idea of visiting a doctor.

A rush of air and a cloud of dust announced XLR8's return as Ben came to a stop next to the table and set two bags down as the omnitrix beeped down the last few seconds before Ben changed back to his own form in a flash of light.

"Did you have any problems Ben," Grandpa Max asked as he opened the plain brown bag to check its contents, nodding in satisfaction when he saw the contents.

"No trouble at all, Grandpa," Ben said as he pushed the white bag with the familiar burger crest toward Gwen.

"You went to Burger Barn," Gwen said accusingly as she tried to turn her nose up at the enticing smell of burger and fries that escaped from the bag.

"Sure did," Ben said with a grin. "The staff there was so happy to see a real live alien super hero that they agreed to give me all the burgers I could make and eat in one minute. They had no idea just how fast XLR8 really is. But how can you be so upset when I brought you a burger and fries of your own?"

"Well, it does smell good," Gwen said slowly as she reached for the bag and tried not to drool as she tore it open and reached for the burger.

"Just like your grandmother," Max said with a chuckle as he watched Gwen take a bite out of her burger and grabbed a few fries to pop in her mouth as soon as she swallowed the burger. "When she was expecting your father she was always hungry and couldn't stop eating."

"How much weight did grandma gain when she was pregnant with uncle Dan?" Ben asked as he watched his cousin devour everything in the bag and then scrounge around in an attempt to find just one more fry when everything was gone.

"Enough to go on a crash diet after he was born," Grandpa Max said with a grin when he saw the concern on Gwen's face. "But I don't think you have anything to worry about Gwen. In your case your body has a lot of developing to do before your baby is ready to be born. The hormones rushing through your body right now are telling your body to develop as fast as it can, and in order to do that you need a lot of food so your appetite is growing to match your body's needs."

"I hope you're right," Gwen said as she licked her fingers clean and then rubbed her belly suspiciously.

"I'm sure," Max said. "But if the two of you are done stuffing your face for now why don't you give me a hand with the table and then we can get to bed - and I don't mean to sleep."

"Sounds great, Grandpa," Ben said as he grabbed the empty pot from the table and tried to balance the plates and bowls on top of it.

"Careful doofus," Gwen said, grabbing the plates before they dropped to the ground. "If you do that you're just going to drop everything to the ground."

"Gwen's right, Ben," Grandpa said as he collected the silverware. "If you try to do everything all at once you'll end up with a bigger mess than you started out with. We have all night to fuck, so don't try to rush things."

"Ok Grandpa," Ben said as he tucked the pot under his arm and grabbed the bread dish with the other before he headed toward the rustbucket. "Are we going to wash everything too?"

"Not right now," Grandpa said after a second's hesitation. "Let's just take enough time to put things away and leave everything else to soak for now. After all, I've gone more than a month without a good fuck and I can't wait to try out Gwen's cunt."

"I know exactly what you mean Grandpa," Ben said with a toothy grin, "I have trouble going just a day at a time without fucking Gwen, and it's even harder since I have to watch her all day and know that I can't touch her until we stop for the day."

"And I get so horny every day that I can't wait for Ben to fuck me," Gwen said as she picked up the stack of plates and bowls and followed Ben, "so I've been masturbating three or four times a day. That's why I haven't been searing any panties lately, but now that you know about us I guess that means we can fuck as often as we want during the day."

"I guess," Grandpa said, stopping to scratch the back of his head thoughtfully, "but that wouldn't really be fair to me would it?"

"No," Gwen admitted. "But I get so horny all the time I can't stand it."

"You're horny all the time because you're pregnant," Max told his ten year old granddaughter, "but I think I can do something about that when we get to town tomorrow. If I remember correctly there's a sex store in the next town where I can get you a few gifts that you'll be able to enjoy whenever Ben and I aren't available."

"That sounds great," Gwen said as she set her stack into the sink and turned back to get something else from the table only to realize that the only thing left was the tablecloth and the table itself.

"Here Gwen," Grandpa Max said handing the girl a damp dishrag, "wipe down the tablecloth and take it inside. Ben and I will take care of the table."

"Ok Grandpa," Gwen said as she wiped off the table enthusiastically before she removed and folded the tablecloth so she could put it away in the RV.

By the time Gwen had the tablecloth put away Ben and Grandpa Max had the table put away as well. "Ok you two," Max said as he turned to face his two grandchildren with a lusty smile as he reached for his Hawaiian shirt and pulled it off without bothering to unbutton it, "time to get naked and fuck."

"Alright," Ben and Gwen both cried as they stripped out of their own clothes.

"From now on we're all going to share the big bed," Grandpa said as he held out his hand to help Gwen climb into the raised bed. "Don't forget our little surprise, Ben."

"I've got it right here, Grandpa," Ben said, holding up the bag as he climbed into the bed after Gwen.

"So what do we do now, Grandpa?" Gwen asked as Max joined them in the alcove.

"First," Max said as settled back on the mattress, "we start with you getting on top and sitting on my cock."

"Wow Grandpa," Gwen said as she looked at Max's penis in awe, "I didn't know you had such a big cock."

"Thanks Gwen," Max said with a grin as she fingered his eight inch shaft, "but I'm not as big as some guys you could encounter. Besides, where did you think Ben got his cock from?"

"I guess that makes sense," Gwen said as she straddled her grandfather's chest and slid down his body, raising herself up on her thighs until she hovered over his large steel hard prick.

"Here we go," she said, hesitating for a few seconds before she lowered her hips until the blunt tip of her grandfather's cock kissed her drooling slit. The redhead gasped as her grandfather's prick split her pussy lips and slid an inch into her tight little fuck hole. "Oh grandpa, you're so much bigger than Ben you're stretching my cunt so much."

"Does it hurt Gwen?" Grandpa Max asked as he grabbed the girl's hips to give her some extra support as she eased her slit another inch down his shaft.

"No," Gwen said hesitantly as she eased her pussy a little further down Max's large prick. "It doesn't actually hurt, but it makes me cunney feel so stuffed, but stuffed in a good way."

"Good," Grandpa said as he raised his ass off the mattress and buried another two inches of his prick into his granddaughter's tight wet cunt. "Come on Gwen, slide your slit down my shaft until the whole thing is inside your belly, than we can get to the real action."

Taking a deep breath Gwen forced her hips down toward her grandfather's hips until her pussy engulfed the whole length of his cock, giggling as his pubic hair tickled her clit and his cum engorged balls bounced off her ass. "How's that Grandpa?" Gwen asked as she leaned forward so her erect nipples made contact with Max's chest hair.

"That's great Gwen," Max said as he wrapped his arms around the ten year old and held her in place as he looked past her shoulder. "Are you ready Ben?"

"Almost Grandpa," Ben said from behind Gwen, she tried to turn her head to see what her cousin was doing but she couldn't twist her head around far enough to see him.

"Make sure you have plenty of lube on your cock, Ben," Grandpa said, "and then squirt some in her ass and spread it around with your fingers."

"Will do, grandpa," Ben said.

"Grandpa," Gwen said as she tried to break away from Max's grasp. "What are you and Ben going to do?"

"Ben told me that you said you were interested in trying new things," Grandpa Max said as Ben put something against her ass hole and Gwen felt something cold slosh into her rectum. "I thought this would be a good time to do a fuck sandwich with you. You did say you wanted to try one didn't you?"

"Someday," Gwen said as Ben slid his fingers into her ass hole and started spreading the lube around, "but I'm not sure if I'm ready to try it right now."

"Nonsense," Max told his granddaughter, "there's two of us and one of you so there's no time like the present. Don't worry Gwen, getting a cock in your ass is just like losing your cherry, it might hurt for a second, but once Ben gets the head of his prick in your ass you're going to love it."

"I hope so," Gwen said uncertainly as Ben shifted behind her and she felt the head of her cousin's cock come in contact with her asshole.

"Hang on Gwen," Ben said with more excitement than his cousin felt, "here we go."

For a few seconds Gwen didn't think Ben would be able to fit his cock into her ass, but with a grunt of effort he managed to force the head into her hole. "I always knew you were a tight ass Gwen," Ben said with a laugh as he managed to force another inch into the redhead's rectum."

"Relax Gwen," Max advised his granddaughter, "the more you relax the easier it will be for Ben get his prick into your ass.

"But Grandpa," Gwen said with a gasp as Ben forced another half inch into her, "how am I suppose to relax when Ben is forcing his cock into my ass like this?"

"Don't think about what Ben is doing," Grandpa Max said as he took his arms from around her back so he could pinch her nipple with one hand while he reached down to tickle the young girl's clit with her other hand. "Try thinking about how good my cock feels in your pussy - or how good it feels when I play with your nipples and clit like this."

"Those things do feel real good," Gwen admitted as Ben forced a little more of his cock into her with another grunt of effort. "But I can't ignore what Ben's doing no matter how good you're making me feel."

Even as Gwen spoke Ben thrust forward again and the head of his cock forced its way past the muscles of her ass and he slid all the way into her hole until his balls bounced off Gwen's ass and Max's balls. "Oh my God," Gwen groaned as her body quivered in pleasure. "This is incredible, I can feel both your cocks inside me at the same time."

"I knew you'd like it," Max told his granddaughter with a grin.

"Hey Grandpa," Ben said as he shifted his cock in and out an inch or so, "I can feel your cock in Gwen's pussy."

"And I can feel yours in her ass," Max said with a chuckle. "And if you think this feels good, just wait until you see what happens when we're both moving inside her. Are you ready for that Gwen?"

"I think so," Gwen said with a moan, she could feel the sexual energy flowing from her cunt and ass where Ben and Max's cocks were buried. The two pools of energy gathered in her belly and spread up her spine to tits and then her brain. Even as she spoke her grandfather started shifting his oversize cock in and out of Gwen's cunt while Ben tried fucking her ass at the same time. It took a few seconds for Ben and Max to match there strokes, but by then the ten year old girl's body was spasmming through it's first orgasm.

"Fuck my pussy Grandpa," Gwen panted when she was able to catch her breath after her first cum, "fuck my ass Ben."

"You don't have to ask me twice," Ben said as he slammed his cock in and out of Gwen's tight ass.

"Me either," Max said as he matched Ben stroke for stroke. "How do you like your first fuck sandwich, Gwen?"

"I love it," Gwen groaned, her body already building toward another orgasm. "If I didn't love straight fucking so much I'd be tempted to fuck like this all the time."

"I don't think Ben and I would have the stamina to do this all the time," Grandpa chuckled.

"Speak for yourself Grandpa," Ben said as he tried to bury his cock even deeper into Gwen's ass. "I'm not having any problem with stamina."

"Oh God, I'm cumming again," Gwen shouted as her ass and cunt clamped tight around the two cocks buried in her body.

"Fuck that ass Ben," Max said as Gwen tried to catch her breath. "Let's see if we can give her a third orgasm before we blow our loads in her."

"I'll try Grandpa," Ben moaned as he continued to slam his cock into his cousin's butt, "but I'm going to cum pretty soon."

"So am I Ben," Max aditted, "but just hold on a little longer and Gwen will come before we do."

"Yeah, do it," Gwen cried as her grandfather and cousin continued to fuck her from both sides, her body was still quivering from her second orgasm and she could already feel it building toward it's next cum.

Ben managed to hold out for almost five minutes before he felt his balls go tight at the base of his shaft and he yelled as he shot his first load of cum deep into his cousin's bowels. "I'm cumming," Ben managed to gasp between spurts of baby juice.

"So am I," Grandpa Max screamed as he slammed his prick as deep as it would go into Gwen's sucking fuck tunnel as his balls clenched to shoot his load deep into his granddaughter's cunt so his baby juice hit the girl's cervix, setting off her bodies third orgasm since the three of them had crawled into bed together.

"I never knew a fuck sandwich would feel so good," Gwen sighed as she tried to hold her eyes open against the sleep that threatened to reach out and grab her.

"I knew you'd love it," Grandpa Max said as he stifled a yawn and gave Gwen a satisfied grin.

"So what do we do now?" Ben asked with a yawn of his own.

"Well, after a fuck session like that I think we can all use some sleep," Grandpa said as he reached out to pinch Gwen's nipples. "Gwen, you sleep in the middle and Ben and I will sleep on either side of you, that way if one of us wakes up ready for another fuck session you'll be there ready for us - that is if you don't mind waking up with a cock in your cunt or ass."

"Mind?" Gwen asked sleepily, "I look forward to it."

"In that case, Ben, turn off the light and let's rest up for our next fuck."

* * *

**Well thats another chap down, let me know what you guys think, as for the guest, can u make an account so that i can respond to your reviews. thank you. **

**anyone who reviews gets a chance to have either Ben or Gwen in your bed. **


	4. Chapter 4

**now its getting better 14 reviews, but i still want more. now some guest users have been asking me some questions and since i cant pm u to answer, ill post em here. **

**jacky: i have all intent to. **

**wqewqe: i have to put grandpa into it for now but he wont be back after the next chap i think for a while**

**fddfdgfg: thank you, and as for your thing on max, read wqewqe's response. plus i also plan on putting in the aliens but not sure how to yet. **

**now thats that done, let get on with the chap. I have no ownership of Ben10 in any way shape or form, just the story is mine. **

* * *

This is so boring," Ben moaned as he tried to peek out through the curtain without actually showing his face.

"Ben, get away from the window," Gwen hissed as her cousin tried to ignore her, "Grandpa said this was a bad part of town and he wanted to stay in the rustbucket and not let anyone see us."

"I know," Ben said, pulling his head away from the window and slumping back into the bench next to it. "I remember what he said just as well as you do, Gwen. He said this was the bad part of town, but it was the best place to get the rest of the things we need now that we're one happy fucking family."

"Those weren't his exact words," Gwen said with a smirk, "but close enough. What do you think he's buying anyway?"

"I don't know," Ben said with a shrug as he watched his red haired cousin working on her computer.

"I've been trying to find something on the internet that will tell me what he's getting but I don't even know what keywords to use for my search. And every time I find something that I think might give me a clue it turns out to be an adult site and it won't let me in."

"So the geek can't find the answers she's looking for," Ben said with a wide grin.

"Shut up you dweeb, you couldn't do any better than me."

"Maybe so, but at least I don't brag about how I'm going to find everything on the web," Ben pointed out.

"Good point," Gwen said as she closed her laptop and slid it away from her on the table. "So what do you want to do while we're waiting for Grandpa to get back?"

"Do you really need to ask?" Ben asked, patting his crotch and looking at Gwen's chest where her erect nipples just managed to push out the fabric on either side of the cartoon cat head on the center of her shirt.

"Didn't you get enough fucking last night?" Gwen asked, licking her lips as she looked at the bulge in Ben's pants. "Between you and Grandpa I woke up at least three or four times with a cock in my cunt."

"Ah, what a way to wake up," Ben said with a toothy grin. "I bet you loved every minute of every fuck, didn't you?"

"Yes," Gwen said with a sigh. "And I'd love to fuck you now too, Ben. But Grandpa said not to attract any attention while we're parked in this part of town and I'm afraid someone would notice if the rustbucket started rocking while we fucked. Besides, Grandpa wanted to make sure that my cunt and ass were clean for my doctor visit. He said that his old friend may be willing to accept our story because of their relationship, but if he finds a load of cum inside me during the exam that could ruin the whole thing."

"I know," Ben grumbled, "but that doesn't stop me from being horny."

"Me either, Ben," Gwen snapped. "But even if I can't do something for myself, maybe I can do something for you."

"What do you have in mind, Gwen?"

"A blow job," Gwen said with a slow grin. "We can't fuck, but at least I can suck you off."

"That could work," Ben said with a slow grin. "What do I have to do?"

"Just sit on the edge of the bench and unzip your pants, Ben, I'll take care of everything else," Gwen said as she slid off the bench and got down on her knees. Ben was in such a rush to open his pants that he got the zipper stuck and had to struggle with it for several seconds before he managed to free his prick for his cousin's eager hands and mouth.

Ben watched as Gwen held his cock in both hands and licked her lips in anticipation. "Come on, Gwen, we don't have all day you know," Ben hissed.

"No," Gwen hissed back, "but we have enough time for me to enjoy the look and feel of the cock that knocked me up, dweeb."

With obvious pleasure Gwen ran her tongue across the tip of her cousin's cock, sending a wave of pleasure running up Ben's spine to reach his brain with a shake of his head. A quick lunge of her head and Gwen had Ben's full six inches in her mouth and down her throat. Another bolt of pleasure ran up Ben's spine as Gwen moaned in pleasure and the vibrations running up her throat tickled the boys shaft as she reached up to squeeze his cum filled balls.

"Oh Gwen," Ben moaned in pleasure, "where did you ever learn to suck cock like that?"

Gwen's only response was slide her lips as far down her cousin's prick as she could before running her tongue back and forth on the underside of his shaft as she tickled his balls with her fingers. "I'm going to cum," Ben said through gritted teeth as he grabbed Gwen by her red head and pulled her face tight into his crotch. Gwen felt her cousin's balls twitch in her hands just before he shot his full load deep in her cum thirsty throat.

"Wow Gwen, that was great," Ben groaned as he pulled his limp cock out from between his cousin's lips, dripping the last drop of cum on the girl's chin as he pulled out. "How did you ever learn to suck cock like that?"

"Grandpa Max gave me some pointers while you were taking your shower this morning," Gwen said as she caught the drop of cum on her chin with her finger and put it in her mouth to suck it clean. "We didn't have time for me to try out any of the things he told me about sucking a guy off so I wasn't sure how well things would work out until now. I'm glad you liked it."

"Liked it, I loved it," Ben said with a blissful smile. "Can we do it again?"

"Sure," Gwen said as she swallowed the last of Ben's cum. "I think I enjoyed sucking you off as much as you enjoyed getting sucked, but don't forget that I like to be fucked too."

"No way I'll ever forget that," Ben said, reaching down to give Gwen's belly a quick pat.

"Hey you two," Grandpa Max said as he opened the door of the rustbucket and poked his head in before he entered the RV, "I told you to keep things down while we were parked here."

"But Grandpa," Ben said as he stuffed his limp cock back in his pants and zipped them up, "it was so boring we had to do something. Besides, I didn't fuck Gwen so she's still good for her doctor's exam, right?"

"I guess so," Grandpa admitted as he set his bags down on the table and went back to lock the door, "but I wish the two of you would learn to obey the intent of what I tell you to do instead of the letter. This is a dangerous part of town."

"Not for me," Ben pointed out. "If something actually happened I could always change into Four Arms or Diamond Head. I don't care how tough the guys around here are, one look at one of my heroes and they'll run."

"I know that Ben, but you can't always depend on the Omnitrix, you have to know when to use it, and when to depend on your own abilities."

"Whatever," Ben said as he reached for the closest shopping bag and spilled it out on the table. "So what did you get me?"

"I didn't get you anything Ben," Grandpa Max said as he grabbed the collection of dildos and other sex toys before they slid off the table. "These are for Gwen."

"No fair," Ben whined, "why does the geek get everything?"

"Well Ben," Gwen said with a quick laugh as she picked up an electric blue dildo, "if you really want to use any of my new toys you can. Where do you want to put it?"

"That's not funny, Gwen," Ben said with a frown as he watched Grandpa Max try to hide his own laughter.

"Sure it is," Gwen said, "you just don't have a sense of humor."

"I do have a sense of humor," Ben said, "it wasn't funny."

"Ben, I'm sorry if you're feeling left out right now," Grandpa said in an attempt to console his ten year old grandson, "but you have to remember, Gwen is the one who's pregnant. Your cousins going through a lot of changes right now and I think it would be a good idea if we gave her as much support as we can. And right now I think that means letting her enjoy a little spending spree before her belly and breasts grow to big for her to enjoy her new clothes."

"No way," Ben said angrily as he jumped up from the seat and glared at his grandfather. "You're giving Gwen a shopping spree on top of buying her all these toys? What about me? She may be pregnant, but I'm the one who got her pregnant you know. Why aren't you giving me any of this special treatment."

"In time," Max said, "but like I said, Gwen is the one going through all these changes right now. So be a little patient, and if I were you I wouldn't make a point of the fact that you were the one to knock up your cousin. Remember, she was supposed to be raped."

"I know, I know," Ben growled.

"Good," Grandpa said with a nod. "We'll talk about this later right now we have to get to Gwen's doctors appointment, and after that it's off to the mall."

"Fine," Ben said as he reached for the omnitrix and turned the dial. "The two of you can do whatever you want. I'm out of here thanks to the Stinkfly express."

"Ben," Grandpa Max said as a flash of light filled the rustbucket and Ben's form changed into the green winged smelly insect alien that he usually used when he needed to fly.

"Eww, gross," Gwen said, pinching her nose shut against Stinkfly's smell.

"Ok," Max said with a weary sigh, "but make sure you meet us back here by four, that will give us enough time to get some dinner and then reach the next camp sight before we need to get to bed."

"I'll be here," Ben said as he opened the door of the RV and looked around to make sure no one was looking his way before he spread his wings and took to the sky.

"Is it just me," Gwen asked after Ben left, "or did Stinkfly smell worse than usual just now?"

"I think that was you," Grandpa Max said as he headed toward the front of the rustbucket and got into the drivers seat. "He didn't smell any worse than usual to me, but since you're pregnant some of your senses - including your sense of smell - is heightened well beyond normal, so you notice things like Stinkfly's smell more than usual."

"I guess," Gwen said irritably, "but I still can't believe Ben decided to bail on us like that."

"Don't forget, Ben is trying to figure out how to deal with things just like you are," Grandpa pointed out, "and getting away for a while could be the best thing he could do right now. Besides, I'm not sure if I want him around when you visit the doctor. He's jealous enough to cause problems if anything happens - or if he thinks something is happening."

"Ben, jealous?" Gwen asked with a laugh.

"Oh yeah," Grandpa said with a sharp nod, "you may not have noticed it but I have. Ben is feeling very possessive and jealous where you're concerned. If we weren't so close I'm not sure if he would have let me join in."

"I never really thought about it before," Gwen said thoughtfully, "but the way Ben's been acting during the past month I guess he has been a bit possessive. I just didn't realize it before because he's always been that way. But what does that have to do with my doctor visit?"

"Well Gwen, I mentioned that the doctor was an old friend of mine when we were both plumbers," Grandpa said hesitantly, "but I didn't mention that he's your great uncle."

"What?"

"It's true," Grandpa said with a nod of his short grey hair, "Gary was your grandmother's younger brother, in fact he introduced us after he treated me after a mission. But something passed between them just after the wedding and they grew apart after that. In fact your grandmother refused to have anything to do with him after that, especially after you were born."

"I get the impression that even though Grandma didn't tell you, you have an idea what happened between them," Gwen said suspiciously.

"I have my suspicions," Max admitted. "Let's just say that I know what your Gary liked in a woman and your grandmother was it."

"You mean Grandma and her brother . . ."

"No, I don't think anything ever happened between them," Grandpa Max said carefully, "but Gary may have said something to your grandmother and that was the start of their split."

"And I was the final split between them?" Gwen asked.

"Yes," Grandpa said with a smile. "When you were born you looked so much like your grandmother that she probably thought it would give her brother some ideas."

"And what if he does get some ideas?" Gwen asked as she chewed nervously on her lower lip.

"That's up to you," Grandpa said. "If he tries something and you're willing to go along with him than do it. But if you say no I'm sure he'll back away."

"I'm not sure if I want to say no," Gwen said thoughtfully. "After fucking you last night I'm actually looking forward to trying out more cocks. As much as I love fucking Ben I can't wait to try out even more cocks. Does that make me a slut?"

"That makes you a cock hungry slut," Grandpa said with a laugh, "and I can think of a few dozen men who will be happy to give you all the cock you want to try."

"Let's just start with Great Uncle Gary, that is if he's interested."

"Oh, I don't think you have to worry too much about that," Grandpa Max said with a nod, "but it may help if you give him a hint or two during the exam."

"I'll see what I can do," Gwen said as Grandpa pulled into the parking lot and rolled to a stop in one of the parking spaces.

"I'm sure you will," Grandpa Max said, giving his ten year old granddaughter an encouraging smile.

"So what seems to be the problem today Miss Tennyson," the doctor said as he entered the examination room and closed the door behind him. When he turned and lifted his head up from his clipboard Gwen was surprised to realize that he looked much younger than Grandpa Max, but then he had mentioned that Gary was her grandmother's younger brother.

"Please call me Gwen," Gwen said as the doctor took a quick look at her naked form before turning back to her information sheet.

"Can I call you Uncle Gary?" Gwen asked as she looked at the top of her great uncle's grey fringed brown hair. "I know you're really my great uncle, but it's much easier to say uncle."

"Great Uncle?" the doctor said, glancing up at Gwen's nude form again before turning back to his clipboard again. "Of course, Tennyson, you're Max's granddaughter aren't you?"

"That's right," Gwen said, giving her great uncle an enticing grin when he looked up at her naked body again.

"I see," the doctor said with a nervous cough as he turned back to his paperwork again. "You do realize that it isn't necessary for you to take all your clothes off for the exam."

"Yes," Gwen said, leaning back on the examination bed and opening her legs so her great uncle would have a clear view of her wet slit the next time he looked at her. "But I thought this would be more fun. Besides, it feels so natural to sit here with nothing on."

"Ok," the doctor said with a sigh as he looked up from his clipboard and found himself looking right at Gwen's almost bald pussy. "If this is the way you want to do it then we will, but remember, this was your idea."

"I'll remember," Gwen promised, opening her thighs even wider as her great uncle continued to look at her slit with a glazed expression on his face.

"Now to get back to my original question," Gary said, forcing his eyes back to his paperwork, "what seems to be the problem."

"There are actually several problems," Gwen answered, "but they seem to be related." As the doctor made notes Gwen told him about her symptoms including her morning sickness, tender breasts, and overall tiredness. "So what do you think it is?" she asked as she finished.

"I think I have a pretty good idea," Gwen said with a sigh as he put his clipboard aside and took his stethoscope from around his neck. He put the earpieces in his ears and put the head against Gwen's chest to listen to her heart before moving the cold metal down to her belly. "And I suspect you know what it is as well as I do. Do you want to tell me about it?"

"Do I have to?" Gwen asked, "it's so embarrassing."

"You don't have to if you don't want to," Gary said as he continued to listen to the redheaded girl's belly, "but if I knew what happened it would give me a better idea of what to put in my official records. And if it really bothers you that much let me point out that I can edit my records."

"If you really need to know," Gwen said hesitantly, "it happened just over a month ago. We were spending the night at an RV camp and the toilet in the rustbucket was on the fritz so I used the camp's facilities. I guess I wasn't paying attention to my surroundings because when I left the bathroom I was caught by surprise when the man came up behind me."

"What's so embarrassing about that?" Gary asked as he pulled his chair over and sat on it, "anyone can be caught by surprise like that."

"But not everyone has had martial arts training," Gwen pointed out, "I should have been able to take that guy out, but by the time I realized what was happening he had me penned to the ground and was feeling up my tits. The next thing I knew he had my pants and panties pulled down to my knees and he was . . ."

"That's enough," Gary said with a sympathetic nod when Gwen sputtered to a halt. "I'm not a police officer so I don't need the details in order to track down and arrest your assailant."

"Thank you," Gwen said, relieved because she realized that she and Grandpa Max hadn't really figured out the details of her assault yet.

"I don't think I really need to tell you this," Gary said, watching Gwen reaction closely, "but you're pregnant."

"How can you know that since you haven't given me a pregnancy test yet?" Gwen asked.

"I will," Gary said, "but considering the fact that I can hear the fetal heartbeat it's pretty clear that you're pregnant."

"I guess that would be proof enough wouldn't it," Gwen asked with a weak smile. "Can I hear it?"

"Sure," Gary said as he removed his stethoscope and handed it to Gwen so she could place the earpieces in her own ears. Once Gwen had the stethoscope in place Gary placed the head on the girl's belly and watched the look of wonder as it spread across the redhead's face. "Incredible isn't it?"

"Yes," Gwen said with a sigh as she removed the stethoscope and handed it back to the doctor.

"Would you like to tell me what really happened now?" Gary asked as he slid the instrument into the pocket of his lab coat. "Unofficially of course. The story you gave me will go into my official record, but the way you gave it to me just doesn't sound natural - it sounds too much like something you practiced."

"That obvious?" Gwen asked as she placed her hand protectively on her belly.

"Only because I've heard the same kind of story time after time when a girl was trying to cover up for whoever knocked her up," Gary said with a reassuring smile.

"I told Grandpa Max it was a weak story," Gwen sighed. "But if you promise to keep it secret I'll tell you the truth if you really want to know."

"Gwen, I was a plumber, of course I can keep a secret," Gary pointed out.

"Good point," Gwen admitted, taking a deep sigh before she continued. "It's Ben, my cousin Ben is the father."

"How old is Ben," Gary asked.

"He's ten," Gwen answered, "just like me. In fact Ben and I share the same birthday."

"Interesting," Gary said thoughtfully. "You and Ben have the same birthday? I wonder how that happened."

"I don't know," Gwen said with a shrug of her naked shoulders, "it just happened."

"I'm not so sure about that," Gary said with a thoughtful grin. Gwen glanced down at Gary's crotch and noticed the bulge in the doctor's pants.

"It looks like you have some ideas of your own," Gwen said, tentatively reaching out to cup Gary's erection through his pants. "Care to tell me what you have in mind for this thing?"

"Well," Gary said, taking a quick step back from Gwen's outstretched hand, "I do have an idea, but considering what came between me and your grandmother I'm not sure if I should tell you what I have in mind."

"Uncle Gary, I fucked my own cousin and grandfather - and my cousin knocked me up. What could you possibly suggest that I would object to?" Gwen asked as she put her hand protectively over her belly.

"Good point," Gary said with a bemused smile, "I guess you wouldn't have ths same holdups my sister had when I told her about my dreams of fucking her the night before she married Max."

"Is that what came between you?" Gwen asked.

"That was part of it," Gary sighed, "but the real break came when you were born and she started thinking that I might want to fuck you when you were old enough."

"Grandma always was a bit of a prude," Gwen admitted.

"That's my sister you're talking about," Gary said, "but you're right, she was a prude and after I told her about my own feelings for her she got even worse."

"Well I'm not grandma," Gwen pointed out, "I'm pregnant, horny, and cock hungry; so why don't you go ahead and tell me what you want to do?"

"You may not be my sister," Gary said with a grin as he removed his lab coat and tossed it over the back of his chair, "but you look enough like her that I want to fuck you as much as I wanted to fuck her. What do you say Gwen, do you want to fuck?"

"I sure do Uncle Gary," Gwen said, opening her legs as wide as she could as her great uncle gave her a quick smile before he removed the rest of his clothes and headed back to the examination table. "Just look how wet my pussy is - and it's just for you."

"Nice," Gary said as he moved between Gwen's thighs and ran his fingers along the lips of her cunt before he moved the slimy digits to his mouth and sucked them clean with relish. "You taste as good as I ever dreamed my sister would taste."

"Turnabouts fair play Uncle Gary," Gwen said with a smile, "how about giving me a taste of your cock?"

"I love the way you think," Gary said as he backed away from the exam table as Gwen got up on her hands and knees and turned around to face him. "My cock's yours do whatever you want with it as long as we fuck."

"That's a deal," Gwen said as she reached out to grab her great uncle's wavering shaft and hold it steady so she could get a good look at it. She was surprised to realize that Gary's cock wasn't much larger than Ben's, maybe a half inch longer and thicker than her cousin's ten year old cock, but certainly not more than that. Gwen actually felt a bit relieved that she wouldn't have to deal with a cock as large as Grandpa Max's. Holding Gary's cock steady in her fist Gwen stuck her tongue out and ran it across the head of her great uncle's penis. She wasn't sure what she was expecting, but she was surprised to realize that the cock in her hand tasted different from Ben's, but she wasn't sure if she could say which one tasted better.

"What are you grinning about?" Gary asked through gritted teeth.

"Your cock is only the second one I ever tasted," Gwen explained, "I was a little surprised to realize that two cocks can taste so different."

"Pussy's are the same way you know," Gary pointed out.

"Well I never tasted a pussy," Gwen said with a slight blush, "for now I'll have to take your word for it."

"That could change someday," Gary pointed out as Gwen shifted her face forward and swallowed his whole shaft in one gulp so it slid down her throat in one gulp. "Since you said you only tasted one other cock you must be a natural cock sucker." Gwen tried to answer but with his shaft stuck in her throat all she could manage was a grunt that made her throat vibrate around Gary's hard cock until he groaned with pleasure.

"Careful there Gwen," Gary moaned as Gwen moved her face in and out of his crotch. "I almost came that time. Maybe I should pull out of your mouth so we can fuck before I shoot my load down your throat."

"OK Uncle Gary," Gwen said, letting the doctor's cock slip out from between her lips so the hard shaft quivered enticingly before her eyes. "What position do you want to fuck me in?"

"That's up to you," Gary said, giving Gwen a warm smile. "I'll be happy to fuck you in whatever position you want to try."

"In that case," Gwen said as she shifted around on her hands and knees so that her ass was facing Gary, "I'd like to try it doggy style."

"Oh good," Gary said as he held his cock steady with his hand as he stepped in close enough to rub the tip of his penis along the red head's dripping slit. "I like every position, but doggy is one of my favorites."

"I'm not sure if I have a favorite yet," Gwen said, "I just want to try every position I can right now. Maybe then I'll be able to decide what my favorite is."

"Sounds like a good plan," Gary said as he stepped closer to the exam table and eased the head of his prick into the ten year old's hungry cunt. Gwen let out a loud gasp of pleasure as he entered her fuck tunnel and Gary grinned as he said, "make all the noise you want, Gwen, even if my patients hear you they won't mind."

"Are you sure they won't get curious about the noise?" Gwen asked as her great uncle's cock inched it's way into her belly.

"Trust me Gwen," Gary said with a quick laugh, "my patients know exactly what we're doing in here. I said they wouldn't mind, I didn't say they wouldn't be curious. You'll understand when you get out in the waiting room. Now go ahead and let yourself go."

"Yes," Gwen screamed as Gary buried the full length of his cock in her tight preteen pussy and the hairs on his balls tickled her clit. "Fuck me Uncle Gary, fuck me."

"Oh God, you're so tight Gwen," Gary said as he reached around to play with the erect nipples that topped his grandniece's small tits. "I love fucking your tight little cunt, Gwen, and your pregnant belly has to be one of the tightest pussies I ever fucked."

"And just how many preteen cunts have you fucked Uncle Gary," Gwen moaned as her great uncle slid in and out of her slit, she could feel the sexual energy building in her belly and she hoped she would be able to hold off her orgasm until Gary shot his load deep in her fuck tunnel.

"More than you think, not as many as I'd like," Gary panted, shifting one hand down to Gwen's clit as his cum filled balls bounced with every stroke of his shaft. "You'll get an idea of how many girls I've fucked when you get to the waiting room. You and Max were my first appointment today so you didn't have a chance to meet any of my other patients when you came in, but there should be a few of them out there when you leave."

"Now I'm really curious about what you've been up to Uncle Gary," Gwen gasped as her slit pulsed around her great uncle's pistoning cock, "if you fuck other girls as well as you're fucking me you must have a lot of happy patients."

"Happy enough to be repeat customers," Gary chuckled as he felt his prick shivered like it always did just before he shot his load. "I'm going to cum Gwen."

"So am I," Gwen squealed as she pushed her ass back to meet her great uncles final thrust as he buried his cock deep in her belly. Gary's balls twitched against her pussy lips and Gwen felt his shaft grow larger in her fuck tunnel as the older man shot several loads of cum deep inside her body to splatter against her cervix. Even as Gary filled her hole with his baby juice Gwen's cunt caught his prick in a strangle hold and milked it for every drop of cum it could suck out.

"Oh God," Gary said, catching himself of the edge of the examination table as his legs threatened to give out on him. "That was incredible Gwen, the best fuck I've had in - well, in a couple days at least. It was everything I ever dreamed but didn't get from my sister."

"I'm glad you liked it as much as I did," Gwen said as she rolled on her back and then pushed herself up from the exam table to give Gary a wet tongue filled kiss. "I'd like to try it again when I'm don't have a baby growing in my belly - if you know what I mean."

"Oh, I know what you mean," Gary said with a chuckle as he pulled his mouth away from Gwen's after a second kiss. "As you'll see in a few minutes. Now get dressed and go out to the waiting room - and tell your grandfather I need to talk to him."

"Ok," Gwen said as she pulled her clothes on, adjusting her hair before she turned toward the door. "But why do you need to talk to grandpa?"

"That's for us to worry about," Gary said evasively, "but I need to give him the prescription for your prenatal vitamins as well as things to look for in your development over the next few months and a list of doctors who can be trusted for future exams."

Gwen thought about Gary's words for a few seconds and then gave the doctor a quick nod before she made the final adjustments to her shirt and pants before she left the exam room. When she reached the waiting room she could see what Gary meant about his patients. She counted six girls in the waiting room ranging from one blond girl who looked younger than her to an older teen with black hair almost down to her waist. Each girl was accompanied by an older woman who had to be her mother and every single female in the room was obviously pregnant. A couple of the girls watched Gwen as she walked over to where Grandpa Max was looking around the room with a look of surprise at all the pregnant girls and women waiting to see Doctor Gary.

"Grandpa," Gwen said, shaking Max's elbow when he didn't seem to notice her at first. "Uncle Gary wants to talk to you before we go."

"Oh, right," Max said distractedly as he got up from his chair and headed for the examination room without taking his eyes off the youngest girl in the waiting room.

"Hi," the girl closest to Gwen said, leaning close enough to whisper so no one else could hear her as she talked. "Sounds like you enjoyed you examination."

"Yeah," Gwen said with a blush that she tried to hide.

"Nothing to be ashamed of," the girl said with a warm smile, "we all enjoy our exams - and so do our mothers - as you can see."

Gwen glanced around again at all the obviously pregnant women and turned her attention back to the girl who was talking to her. In spite of her engorged belly and milk filled breasts Gwen guessed that the girl with curly brown hair was about her own age. "Is that," she said, pointing at the girl's stomach.

"No," the girl said with a laugh, "this one is my big brother's baby. He lied to me and said he couldn't get me pregnant because I was too young and because brothers can't get sisters pregnant. Once mom figured out what had happened she told me the truth about sex and brought me to Doctor Gary for my exam so she could keep things quiet. After my first exam I knew that my brother wasn't the great fuck he claimed to be and I cut him off in favor of Gary and now I can't wait until this baby is born so he can knock me up."

"Really?" Gwen asked, wondering why this girl was so open with her about her sex life.

"Really," the other girl said, "and my mom decided not to wait, Dr. Gary knocked her up right after my first exam. You see Jenny over there?"

"Yeah," Gwen said, turning to look at the oldest girl in the room.

"That's her third baby by Dr. Gary," the girl said. "She told me once that her father knocked her up the first time when she was about our age - he ran off before her mom found out what he'd done - and Gary's been knocking her and her mom up ever since."

"Uncle Gary told me that I'd find out how much he liked fucking girls when I came out here but I didn't think he'd fucked this many girls," Gwen said with a bewildered shake of her head.

"This is nothing," the other girl said with a short chuckle, "there's at least another two dozen girls Dr. Gary fucks on a regular basis. Is he really your uncle?"

"My great uncle," Gwen said, "but today is the first time I ever met him."

"Lucky you," the girl sighed, "since he's your great uncle you'll be able to fuck him whenever you want without waiting for an appointment."

"I guess I'll have to see," Gwen said with a smile as Grandpa Max left the examination room and headed toward her.

"Let's go Gwen," Grandpa Max said as he helped his redheaded granddaughter to her feet, "we still have to get your new clothes and then meet Ben so we better get a move on."

"He's late, Gwen said as she held up her new blouse to enjoy the look and feel of it before she folded it away for when she'd need the oversize piece of clothing. She added it to the box of clothes Grandpa Max had bought for her that day and closed the box before sticking it away in the closet. She sighed as she looked wistfully at the box before closing the closet door on the clothes she was looking forward to wearing in a few months. "I told you he'd be late."

"That you did," Grandpa Max said with a crooked smile. "And I knew you were right, that's why I didn't bet on it."

"Oh right, you didn't," Gwen said with a sigh. "I guess we both know him too well to take a bet like that."

"Yes we do," Max said.

"Who are you talking about?" Ben asked as he opened the door and stepped into the rustbucket.

"You of course," Gwen said as she sat down at the table, Ben sat down across from her as Grandpa Max sat down in the drivers seat and started the engine. "So what was your day like?"

"Boring," Ben groaned as he let his head slide down his arm to hit the table.

"It couldn't have been that bad, Ben," Grandpa said as he pulled out into the street.

"Worse," Ben moaned as he watched Gwen open her laptop and start tapping something on the keyboard. "I was all over town today using the watch to change into one hero after another but something went wrong with every hero. I guess you could say I'm in hiding out after everything that went wrong today."

"I can see what you mean," Gwen said with a laugh, her eyes glued to her computer screen.

"What are you looking at?" Ben asked, looking up from the table.

"Local news videos covering your activities for the day," Gwen said, saving as she saved the videos to memory. "Why did you turn into Ripjaws to fight those carjackers? I mean, we must be at least a hundred miles from the nearest open water and you change into an alien that needs a lot of water or he suficates?"

"I was trying for Fourarms," Ben muttered, "but the stupid watch went whacko and changed me into Ripjaws instead."

"I'll want to see that video later Gwen," Grandpa Max called back from the drivers seat, "I hope you're saving it. By the way, what do you kids want for dinner? We could swing by Burger Barn on the way out of town."

"That sounds great," Gwen said.

"I'm not so sure about Burger Barn Grandpa," Ben said. "Just aske Gwen what happened when XLR8 hit an oil patch at top speed."

"Gwen?" Grandpa asked without looking away from the road.

"I'm checking it right now," Gwen said. "Oh wow, you must have felt that even after you changed back."

"What did Ben do?" Grandpa asked.

"He hit the drivethru window and took out almost the whole alcove," Gwen said. "It's going to be a while before anyone uses that drivethru."

"In that case let's make it pizza," Grandpa said, trying hard not to laugh as he thought about XLR8 crashing through the drivethru window at Burger Barn. "It sounds like Ben could use some comfort food after the day he had."

"It would have been better if I'd gone with the two of you today," Ben sighed as he picked his head up from the table with a real sign of interest when Grandpa mentioned pizza for dinner.

"Trust me Ben, " Gwen said so quickly she was afraid Ben would suspect something, "you would have been bored stiff if you went along with us today. In spite of what happened to you it would have been a lot worse if tagged along with us today. Between the doctor's visit and the clothes shopping you would have been bored to death."

"Yeah, that's what I thought too," Ben sighed, "but at least I wouldn't be so embarrassed. Well at least I have dinner and fucking to look forward to now. Nothing better than pizza and a good hard fuck to make you forget a bad day."

"Or to top off a great day," Gwen said, exchanging a knowing grin with Grandpa Max through the rearview mirror.

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**hope you guys liked it. also some have asked me when i update, so far i update every tuesday. R&R please, also i think i wont update again until the reviews reach 20 or above. i know it may seem bitchy but the more reviews the more i want to update, i dont like keeping you guys in suspense.  
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**p.s: i have a poll on my profile, please vote guys. **


	5. Chapter 5

**wow, maybe i should do that more often, i got the # of reviews i wanted plus more. glad to know that more people are reviewing though. keep em coming. **

**now for review replies: **

**frewr: glad to know that you like it. **

**qwerty, 445456 & duhduhduhduh: : gwen may seem bi but to me, she is just really hormonal and wants sex from anyone. **

**qwerty & IhAtErEvIeWiNg: ill think about it **

**DSpaniel: there will be lesbian but no yaoi. **

**well thats all the review replies for now. on with the show.**

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Gwen opened her eyes and glanced at the glowing digits on her alarm clock. A half-hour before her alarm was suppose to wake her up to get ready for her first day of school. Waking up ahead of her alarm was nothing new for Gwen, she was always excited to start the first school day every year, but this time it was different. After two months of sleeping in the same bed with Ben and Grandpa Max she was use to waking up to a good hard fuck session. Even better were the nights when she'd sleep with one of their cocks buried in her pregnant pussy.

With a frustrated sigh Gwen reached over to switch off the alarm on her clock, she knew better than to think she'd get back to sleep now. After being home from the road trip with Grandpa and Ben Gwen had her mornings down to a routine. She snapped her covers off with a quick twist of her wrist and looked down at her changing body. At three months the bulge in her belly was getting noticeable - especially if she was naked or wearing something tight - and her breasts had grown almost two sizes since Ben knocked her up.

Gwen sighed with pleasure as she massaged her swollen tits and belly and remembered back to her parents response when she got home and told them that she was pregnant. She still had trouble believing that her parents had actually bought the rape story she and Grandpa Max had concocted during the last two months of the road trip. Even as she and Grandpa told her parents the story it was all she could do to keep a straight face because she knew it was a bald faced lie. To her surprise her parents accepted the story and even hugged and kissed her afterward, telling her that if she wanted to keep the baby when it was born than they'd give her all the help she needed to raise her son or daughter.

As her hand inched down her swollen body to her wet cunt Gwen couldn't help but think of Ben and how much she missed him and his hard cock. After running her fingers through her dripping pussy Gwen raised them to her mouth and slurped the juice from her digits. Once her fingers were clean Gwen rolled on to her side and opened the drawer of her bedside table far enough to reach in and grabbed her favorite vibrator from her secret cache.

From the light filtering in through her window Gwen was able to find the dildo that Ben had modified for her as a birthday present. She'd tried to ask Ben how he made the modifications but as Ben he couldn't remember how he did it, and as Greymatter the explanation got so technical she couldn't understand what he was saying. Still, even if she couldn't understand how Ben had modified her vibrator she could still enjoy the modifications, and she intended to do that right now. Gwen rolled onto her back and reached down to push the waistband of her pajamas down so she could reach her hungry pussy with her vibrator. The redheaded eleven year old held her slit open with the fingers of her left hand as she slipped her dildo into her dripping tunnel. When Gwen felt had the main shaft as deep as it would go in her hole and knob at the base tight against her engorged clit she turned it on and purred in pleasure as dildo started to expand and contract in her slit.

Gwen let go of the dildo to let it run on automatic as she moved her hands up her belly where she rubbed the bulge where her baby was growing. With a sigh of pleasure as her vibrator shot jolts of pleasure through her body Gwen shifted her hands from her rounding stomach to her growing breasts and massaged the tender mounds until her nipples popped erect against her fingers.

"Oh yeah," Gwen groaned as she pinched her nipples and bounced her ass up and down on her mattress. Gwen was glad Greymatter's modifications on her dildo had included an everlasting power source because in the past week she'd put the blue dildo through it's paces so often that she would have gone through a fortune in batteries by now.

Gwen could feel her orgasm approaching as the blue dildo buzzed and lurched inside her cunt, sending jolts of sexual energy up to her swelling belly where they clashed with the waves of sexual energy from her tits to pool and grow at a spot just behind her growing baby. "Fuck me Ben, fuck me," the redhead cried through clenched teeth as her back arched as her first orgasm of the day crashed through her body. The vibrator in her pussy went dead as Gwen panted for breath and her muscles relaxed in a pleasant lethargy.

Ben had told her that the dildo stopped after every orgasm as a safety precaution because he didn't want her to get so caught up in the pleasure of multiple orgasms that she forgot things like eating, sleeping, or even breathing, and even though Gwen understood what he meant she sometimes wondered what it would be like to just turn the dildo on and get lost in the sheer joy of a never ending orgasm. With a sigh Gwen pulled the beautiful blue toy from her twat and licked it clean before she returned it to the drawer.

As she rolled onto her back Gwen thought she felt a little twitch in her belly and she smiled down at the bulge that hid the red fur around her slit. She realized that it was probably just a muscle spasm left over from her orgasm but she decided to pretend it was something else as she placed her hands on her swollen abdomen and stroked her bare skin. "Did you like that baby? Did you like it as much as mommy did? If mommy is this horny every morning than by the time you're born you will already love fucking as much as she does.

Gwen closed her eyes and grinned as she imagined Ben lying next to her and stroking her belly as he cooed at the baby in her belly. She could just see his cock standing up straight, anxious to slide into her cunny so he could fuck her to another orgasm and shoot another load of cum deep into her fuck tunnel. Even though she'd fucked Grandpa Max and her great Uncle Gary over the summer it was always Ben she thought of when she closed her eyes and Gwen wondered if that meant she was falling in love with her cousin - or maybe it was just his cock she was in love with.

Gwen glanced at her clock again and realized it was time to get up and get ready for school so she slid out of bed and grabbed the clean clothes waiting on the chair next to her bed before she headed for her bathroom. "I wonder if I have time for another orgasm while I take my shower," Gwen mused after a large yawn, "I hope so because I'm too horny to stop myself."

After her shower and two more shuddering orgasms Gwen looked at herself in her mirror as she finished getting dressed. In the mirror she could see how her tits and belly had grown over the last three months. Her tits pushed the cartoon cat image of her favorite shirt out well away from her chest, and in spite of the bra she wore her erect nipples made poked out on either side of the cat face on the front of her shirt. And when her eyes moved down her body she noticed that the bulge of her belly pushed the hem of her light blue shirt up far enough to show her belly button before she pulled her shirt down around her baby bulge and then added a light but bulky sweater to hide summer growth.

"Looks pretty silly to me," Gwen thought as she looked at her image, "but even if people notice my new fashion statement at least it hides the fact that I'm pregnant - at least for a while."

"Gwen, breakfast is ready," Gwen's mother called from the kitchen. "Hurry up or you'll be late for school."

"I'm coming mom," Gwen answered as she added her trademark blue barrette and grabbed her backpack before heading out the door.

"Here you go," Gwen's mother said as her redheaded daughter slid into her chair at the breakfast table and she placed her eggs on the table in front of her. "Are you ready for your first day?"

"I'm always ready mom," Gwen said as took a sip of her orange juice before dipping her toast in her egg yoke and taking a bite.

"I know you are," Gwen's mother said, pushing her own red hair back from her face as she spoke, "but things are different this year. Your father and I spoke to the principle at the middle school and told him about your condition."

"Mom," Gwen said, dropping her fork with a clatter as her head snapped around to look at her mother as she took a sip of coffee from her favorite mug. "I thought the idea was to keep my pregnancy a secret as long as possible."

"It is," the older woman said with a sigh as she set her coffee mug down and crossed her arms under her breasts. "But we had to tell the principle the truth or he wouldn't let you make other arrangements for your phys ed credit this semester. Your father and I decided it would be better to let one person know the truth in confidence if it meant that you wouldn't have to take a gym class where the other girls would see you naked with your bulging belly and swelling tits."

"I guess you're right," Gwen sighed as she turned back to her food. "So what am I doing instead of gym class?"

"Principle Olson agreed to give you phys ed credit for your karate lessons," Gwen's mother said as she picked up her coffee again. "We also had to tell your karate instructor about your pregnancy and he said that testing for your belt might put too much strain on your pregnancy, but if you're willing to continue a specialized training program then he's willing to sign off on school credit for your lessons."

"Sounds good," Gwen said between bites. "Is there anything else I should know about?"

"No, that should be it," her mother said. "But just remember that we will be pulling you out of regular school at the end of the first semester when your belly get too big to deny your pregnancy and we'll home school you for the rest of the year at that point."

"I remember," Gwen said, suppressing the frustrated sigh that threatened to escape her lips, she'd lost count of the times her parents had already mentioned their plans over the past week. "And I promise to be careful so no one notices how my belly is expanding for as long as I can. But you do realize that some people will notice - right?"

"Yes, we know some people will notice," Gwen's mother said with a sigh, "and your father and I realize that there are some people you'll want to tell your secret to, just promise that you won't tell too many people, ok?"

"I promise," Gwen said as she finished her breakfast and set her silverware down on her empty plate.

"I'll take care of your dishes," Gwen's mother said as her daughter got up from the table and reached for her dirty things, "you better hurry or you'll be late."

"Thanks mom," Gwen said as she grabbed her backpack and headed for the front door.

Gwen had made about a block down the street when she heard a familiar sound and turned to look behind her to see a blur headed her way just before a blast of compressed air hit her body as XLR8 braked to a stop just a few inches in front of her. "Hi Gwen," Ben said as the face plate of his helmet rose up with a soft whine to reveal his green reptilian features. "I thought I'd offer you a lift, that way we'll have a few minutes to talk in private before anyone else gets to school."

"Sounds good to me," Gwen said, giving Ben a wide smile before she climbed up on Ben's back so her belly and tits were flat against her cousin's body as she wrapped her arms and legs securely around his chest and waist.

"Hang on tight Gwen," Ben said, giving his cousin's ass an affectionate pat before he turned to head for school. Even though it was only a few blocks to school Gwen had to close her eyes and mouth against the rush of wind that hit her face. Even sooner than she expected Ben came to a stop and gave her ass another pat to indicate that she should get off his back. Even as Gwen released her arms and legs and dropped to the ground she heard the alarm as the Omnitrex timed out and covered her eyes against the sudden flash of red light as Ben changed back into his human form.

"Perfect timing," Ben said proudly as he turned to look at his red-haired cousin. "What's with the new fashion statement?"

"The idea is to hide my pregnancy for a while," Gwen said. "That's why I'm wearing the bulky sweater, but just for you I'm wearing something special under the sweater. Here, see for yourself."

Ben grinned as Gwen raised her sweater so he could see where her belly bulged through the gap between her white stretch top pants and her light blue shirt. "Is that," Ben said hesitantly, "is that the same shirt?"

"The same shirt I was wearing the first time we fucked and you knocked me up," Gwen confirmed smiling at the look on Ben's face before she dropped the hem of her sweater back down. "Enjoying your handywork?"

"I sure am," Ben said as he stepped closer and put his hand on Gwen's belly so he could feel the slight bulge through her loose clothing. "Oh God Gwen, I've missed you so much."

"What did you miss most? Me or my tight little pussy?" Gwen asked as she put one arm around her cousin's shoulders and put the other hand between his legs to feel the bulge of Ben's erect cock through his pants.

"Both," Ben said as he slid his hand from Gwen's belly to her crotch to rub her cunt through her clothes. "Did you miss me or my cock?"

"You bet your fucken ass I missed you and that beautiful prick of yours," Gwen said as she licked her lips. "Do you have any idea how many times I day I used my dildo during the past week?"

"And do you have any idea how many times I jacked off in the same time?" Ben asked. "But I've been working on something that should give us a place to fuck every day after school."

"That sounds great Ben," Gwen said, "but where are we going to get the privacy to fuck as much as we want to?"

"It'll be easier to show you than tell you," Ben said as he slid his hand under Gwen's sweater to rub the bare skin of her swollen belly. "Meet me behind the bleachers on the north side of the Gym after school and I'll show you where we'll be fucking from now on."

"Sure, I'll meet you there," Gwen said as she slid her hand into Ben's pants to grasp his hard cock, "but I think we could both use a little release right now. If we hurry I think I'll have just enough time to give you a blow-job before anyone else gets here and sees us."

"I love the way you think Gwen," Ben said, grabbing her chin and turning her face so he could give her a quick kiss.

"Oh no," Ben said, grabbing Gwen's wrist as she reached for his belt.

"What's wrong?" Gwen asked as she and Ben pulled their hands back and she turned to see what Ben was staring at.

"Well well, if it isn't Ben Ten-ass-son," the taller of the two boys said as they got close enough for Gwen to recognize the black haired Cash and his plump tag-along partner JT. "Whose your girlfriend Benny boy?"

"Good one Cash," JT said with a snicker as he pushed his glassed up on his nose.

"Shut up JT," Ben, Gwen, and Cash all said together.

"Why are you hanging out with a loser like this when you can have a winner like the Cash-meister?" Cash asked as he turned to Gwen and flexed his muscles. "I'm sure you heard about how I saved the president at the Little League world series this summer.

"Not only did I hear about, I was there," Gwen said as she stepped between Ben and Cash so the bully couldn't see Ben as he fussed with the still charging Omnitrex, she knew her cousin wouldn't be able to do anything until his watch recharged - but she knew he'd be trying to do something with it anyway. "Or don't you remember?"

"I remember," Cash said, his face turning red as he looked at Gwen.

"Good, than you know that I know the truth about what happened that day," Gwen said as Cash's face grew even redder. "And just so you know, Ben isn't my boyfriend, he's my cousin. And no one talks about Ben like that but me."

Cash glanced at JT and seemed to come to a decision as he turned to glare at Gwen. "I'll do whatever I want," he snarled, "and there's no way a girl is going to stop me."

"This girl is," Gwen said, taking a defensive stance as Cash closed the gap between them. As Cash approached Ben tried to push Gwen aside to face the bully but Gwen pushed him back. "I can handle this Ben," Gwen whispered as she forced him back.

When he was close enough Cash balled his fist and threw a punch at Gwen's face. Gwen dodged the blow and caught the taller boys wrist. Before Cash realized what had happened Gwen yanked on his arm and pulled the boy forward from his already off balance position. As Cash stumbled forward Gwen brought her knee up and planted it firmly in his stomach so his breath escaped from his gaping mouth with a whoosh. Gwen let go of Cash's arm and watched as he slumped to the ground gasping for breath.

"How dare you do that to Cash," JT muttered as he glared at Gwen. "I'm not going to let you get away with it." As JT rushed forward, blind to everything except getting his hands on Gwen to make her pay for embarrassing his friend she stepped back from Cash's groaning body and pulled her spell book out from the sleeve of her sweater and flipped to a spell she'd marked earlier. Just as JT skirted around Cash's prone body Gwen uttered the words of her spell in the odd echoing tones her voice always had when she was using her magic. As she finished the spell Gwen gestured toward JT's legs and there was a sudden rush of wind and the plump boy tripped like he'd hit a wall and fell flat on his face next to his friend.

"Nice one Gwen," Ben said as he stood next to his cousin and looked down at Cash and JT's prone bodies.

"I thought so," Gwen said, giving Ben a quick grin.

"What is going on here?" a new voice asked as a stern faced woman appeared from around the corner of the school building. The woman adjusted her sever suit jacket as she approached the four of them and stopped next to Cash and JT as the two of them scrambled to their feet. "I hope I don't have to call any of you to my office, there's nothing I hate more than disciplining students on the first day of school."

"Nothing like that Principle Olson," Gwen said innocently as she shifted her position so Ben was behind her as she spoke. "Cash here was just rushing over to see us when he tripped and fell. JT was so close behind him that he couldn't stop before he tripped over Cash's body and fell right next to him."

"Is this true?" Principle Olson asked as she turned to glare at the two boys brushing themselves off.

"No way," JT started to say before Cash hit him in the stomach with his elbow before he could get any further.

"Everything happened just the way she described it, ma'am," Cash said with a constant nod of his head.

"Really?" Principal Olson said with a suspicious tone to her voice. "I was warned about the two of you so you can be sure that I'm keeping an eye on you boys. Is that clear Cash? JT?"

"Yes ma'am," both boys muttered as they gave her a quick nod.

"Well since Gwen spoke up for you I'll let it go this time, but don't let it happen again," Principle Olson said with a dismissive wave of her hand.

"Are you sure you're alright Miss Tennyson?" Principal Olson asked Gwen after Cash and JT were gone.

"Yes ma'am, I'm fine," Gwen said quickly.

"If you say so," Principal Olson said with a frown, "but I want to know if anything happens to you. Is that clear?"

"Yes ma'am," Gwen sighed. "I promise to let you know if anything happens."

"Ok," Principal Olson sighed. "Don't be late for class you two."

"No ma'am," Gwen said as the principal turned to leave.

"Why did you let them off like that Gwen?" Ben asked after the principal was gone.

"I didn't want to," Gwen said with a sigh, "but Principal Olson knows about the baby. If she told my parents what happened they'd could get worried about me and decide to pull me out of school early. Then what would happen to our after-school fuck sessions?"

"Good point," Ben said. "But how did you know Cash would go along with your story?"

"It was that, or let the whole school find out that he and JT were beat up by a girl," Gwen said with a quick laugh. "Can you think of anything more embarrassing for Cash?"

"Hell no," Ben said with a quick chuckle. "Too bad we don't have time for that blow-job now. But at least we still have our after-school fuck session. Just remember to meet me behind the bleachers on the north wall of the gym."

"I'll remember," Gwen promised. "Nothings going to keep me away from your cock after waiting a week to get it back in my pussy."

* * *

**there you have it. how about 35 reviews for the next chap. love ya guys, and ill love ya even more if ya vote on my poll for my next fanfic. i have some ideas. for those who already voted, can u revote cause i changed it up cause i dont think i have any new good ideas for the ones that i took off. thank you all. ps for those who review and vote, you get a cookie and a striptease from ben or gwen, which ever you perfer maybe both. **

**ben & gwen: hey!, we didnt agree to anything. **

**me: Please!**

**ben & gwen: NO!**

**me: if you do then you get to fuck each other senseless in the next few chapters. **

**ben & gwen: ok!, deal. **

**me: yay, glomps ben and gwen.**

**byes**


	6. Chapter 6

**im so happy, this story is still being read, but that was the last time i hold a ransom for an update, its annoying to me too but i just want more people to review, the more reviews the better i think my story is and whatever. any way onto review replies. **

**Guest9/19: sadly that wont happen, no master control for ben in this one. **

**lwerplz: i'll think about it. **

**adill: last time for that, and no its not. **

**Guest9/20: cant all be long. **

**taz0718two: no verdona in this one, but ill think about the others. **

**thats all for now, see ya on the bottom. **

* * *

Gwen threaded her way through the occupied tables in the cafeteria until she reached one of the smaller empty tables. She sat down and looked at the dingy paint on the wall just a few feet away and wondered how long it had been since the school was painted. Grandpa Max had told her and Ben about when the school was first built when their fathers attended it back when it was a high school and she wondered if her father had stared at the same wall back when it had a fresh coat of paint.

"Hi Gwen," a girl said as she stepped up to the other side of the table and set her tray down on the table. "Mind if I join you?"

"Mind it?" Gwen said with a smile as her best friend sat down across from her, "I've been looking forward to seeing you after being away all summer, Jane. What was your summer like?"

"Same old same old," Jane said with a sigh as she looked at her lunch tray. Unlike Gwen Jane wasn't trying to hide her tits with bulky clothes, in fact she barely passed the school's lose dress code the way that it hugged her oversize breasts and left her belly bare to her waist. "How about you? How was that road trip you took with your cousin and grandpa?"

"It was great," Gwen said with a broad smile as she slipped a hand down to her own belly to pat the bulge under her sweater. "Even better than I ever expected."

"Really?" Jane asked as she reached for the salt and almost put her 36C tits in her potatoes and gravy. "What made it so great?"

"Seeing the country," Gwen said hesitantly without taking her eyes off her friend's cleavage, "meeting relatives I didn't know I had, getting to know my cousin and grandpa."

"Come on Gwen, give me more details," Jane said as she looked dejectedly at her food. "What made your summer so great. Come on Gwen, you know you can trust me."

"You make it sound like I have something to hide," Gwen said as she brushed a few crumbs off her bulky sweater.

"I didn't say that," Jane said with a chuckle, "but now that you mention it - You were never one to emphasize your attributes, but you never went out of your way to hide them either. So, what's with the bulky sweater?"

Gwen took a quick nervous look around to make sure that no one was near enough to hear her before she leaned forward to whisper to her friend. "Keep this under your hat for now, but I'm pregnant."

"You're kidding," Jane said as her eyes tracked down her friend's body until they seemed to burn a hole through the material hiding her belly bulge.

"No I'm not," Gwen hissed, gesturing for Jane to keep her voice down as she looked around to see if anyone had noticed her friend's outburst.

"Sorry Gwen," Jane said in a softer voice once she was sure no one had noticed her earlier outburst. "Damn, I was sure I'd get pregnant before you, especially since I've been having periods for three years already. But my parents know that along with my early development I gained a sex drive that makes me super horny so they've always made sure I don't have a chance to actually do anything."

"Come on, Jane," Gwen said, "your parents can't keep their eyes on you all the time."

"No they can't," Jane sighed, "but even the guys who seem interested when I first come on to them lose interest as soon as they realize how young I really am."

"Really?" Gwen said, "in that case I may know someone who would be interested."

"Great," Jane said, almost jumping around in her chair with enough energy to make her shoulder length brown hair bounce around wildly. "Who is it? When can I meet him? Is it the guy who knocked you up?"

"Shh," Gwen hissed as she looked around the room again, this time she could see a couple heads turned their way and she looked away before they realized that she'd noticed. "Keep it down Jane. Look, why don't we finish our lunches and then go for a walk, somewhere where we can talk without attracting attention."

"Sounds good to me," Jane said happily as she rushed to finish her food as quickly as she could. "Hurry up, Gwen. I have a lot of questions to ask you as soon as you finish your lunch."

"Right," Gwen said as she rushed to catch up with her friend. The truth was she was looking forward to telling someone about her and Ben and she was sure she could trust Jane with the truth. Besides, she'd told Ben about Jane earlier in the summer and she was pretty sure her cousin would enjoy fucking the brunet as much as the other girl would enjoy the chance to finally lose her virginity. In fact - unless she was totally missing the point - it sounded like her friend might even want Ben to knock her up too.

Once they finished their meals and bused their trays the two girls left the cafeteria and headed outside. Gwen couldn't help but notice that several of the boys watched Jane with a dreamy look on their faces while just as many girls watched her with undisguised hatred on their faces. Without saying anything the two of them headed toward the football field where they found a couple seats in the bleachers where no one could overhear them and they could see anyone before they came close enough to overhear their conversation.

"Ok Gwen," Jane said even as they were sitting down on the bleachers, "give it up, who knocked you up? And don't tell me you were raped, I know you're too good at karate to let someone get the drop on you, at least not long enough that they can have their way with you before you recover from your original surprise."

"I told Grandpa Max no one would believe that story," Gwen sighed. "I'm still trying to figure out how my parents bought it."

"Stop beating around the bush, Gwen," Jane said impatiently. "Who's the daddy?"

"My cousin Ben," Gwen admitted after a quick glance around to make sure no one was close enough to hear them. "The first time we fucked was an accident, but we enjoyed it so much that we started fucking a least once a day after that."

"Gwen," Jane said with a frown, "how do you end up fucking someone by accident?"

Gwen hesitated before answering this time, she couldn't tell her friend about Ben and his aliens - that wasn't her secret to give out to just anyone - but she did trust Jane enough to tell her about her magic. "Here's how," Gwen said as she pulled her spell book out of it's hiding place in her sweater sleeve. "I learned real magic over the summer and I flubbed a spell I was casting when Ben and I were the only ones in the RV."

"Are you joking?" Jane asked as she gaped at her friend. "No, I can see that you're telling me the truth. What kind of spell did you cast to get that kind of reaction?"

"I was trying to cast a love spell," Gwen said as she stuffed her spell book back in her sleeve, "one that would make the person I cast it on so enthralled with me that they wouldn't want to hurt me - at least not as long as the spell was in affect. But I made two mistakes with the spell when I cast it, instead of targeting the spell I made it an area of affect, and instead of a love spell I made it a lust spell. Both Ben and I were caught in the spell and by the time it wore off we were no longer virgins and we were both hooked on fucking."

"I wish I had your kind of bad luck," Jane sighed. "Do you think Ben will be interested in fucking me?"

"I think so," Gwen said slowly. "I know I mentioned you to him at least once during the summer because you both have that early puberty thing, but I didn't actually mention your name so you should probably give me a chance to bring it up again before we spring you on him. But I'm sure Ben will be happy to fuck you once I bring it up."

"Just how far along are you anyway," Jane asked. "I can't tell how big you are under that bulky sweater you're wearing."

"About three months," Gwen said as she raised her sweater and shirt up far enough so her friend could see the bulge of her stomach. "Ben knocked me up during my first fertile cycle so I never had a period and it's hard to be sure of the timing, but I started having morning sickness about two weeks after our first fuck. Then I started getting the cravings - both sexual and food - and started noticing the sudden growth spurt in my tits. By the time I realized I really was pregnant our Grandpa Max had put the clues together too."

"Does your grandfather know who knocked you up?" Jane asked as she stared at Gwen's belly.

"He sure does," Gwen said with a chuckle. "He knew something was up as soon as Ben and I started sneaking off to fuck. He put the clues together even faster than I did, but didn't say anything about his suspicions until Ben and I admitted the truth. That's when he joined in the fun and I spent the rest of the summer fucking two or more cocks a day. By the way, don't tell Ben about the or more part, he doesn't know about that yet."

"Do you think that will be a problem?" Jane asked, still staring at Gwen's bare belly.

"Not if he starts fucking you," Gwen said as she watched her friend's hands twitch as she held them at her side. "You can touch it if you want."

"I can?" Jane asked moving her hands to Gwen's exposed belly before her friend could change her mind.

"What I wouldn't give to be in your place," the brunet sighed as she stroked Gwen's pregnant bulge.

"If things work out you will be," Gwen said with a soft moan as her friend's stroking fingers went straight to her tits and cunt so that her nipples popped erect in her bra and her slit turned her panties into s soggy mess.

"Good," Jane said as she slid one of her hands down toward the waist band of Gwen's white pants before the other girl grabbed her wrist to stop her.

"Jane, as much as I'd like to do it with you," Gwen said with a slight blush, "we are a little exposed out here. If we do anything here we'll be spotted for sure."

"I guess you're right," Jane said with a sigh as she removed her hands and Gwen pulled her shirt and sweater back in place. "So when and where can we do something?"

"I'm suppose to meet Ben after school," Gwen said after a slight hesitation. "From what he was saying this morning I got the impression that he found someplace for us to fuck. In that case I'm sure he'd be willing to share the secret with you and all three of us can use the secret room or whatever it is that he's found. It would probably be best if we planned to meet before school tomorrow morning. Do you still have the same cell number? In that case I'll give you a call after I meet with Ben and we can plan a time and place for our meeting."

"In that case I'll look forward to tomorrow morning," Jane said with a broad smile, "because I can't wait to lose my fuckin cherry."

"I'll do what I can," Gwen promised, "but you do know that most of what you want depends on Ben and how far he's willing to go with you. By the way Jane, I keep wondering, if your parents are so strict with you, how is it that you're able to wear such revealing clothes to school?"

"I don't," Jane said with a self-conscious shrug. "When I leave home in the morning and get back in the afternoon I'm wearing the most conservative clothes I can find in my closet. But when I get to school I pull out the slutiest clothes I can hide in my backpack or locker a slip into the nearest restroom so I can slide into them for the rest of the school day. Of course if things work out I may be wearing something as bulky as your sweater before the end of the school year."

"I hope you get your wish then," Gwen said as she cocked her head to listen to the first bell. "We better hurry or we'll be late for class. I'll call you later and see you in the morning."

"Ben, where are you," Gwen hissed angrily as she back and forth in the area between the north wall of the gym and the bleachers. She could hear several other students playing basketball on the other side of the folded benches so she tried to keep her voice down even as she tried to find her cousin.

"Pst, up here Gwen," Ben's distorted voice came from above her and see looked up to see Greymatter's yellow eyes peering down at her. "Hold on, I'll be right down."

Gwen watched as Ben's miniature alien body crawled out from the slats of the folded bleachers and he used the suction cups on his small hands and feet to crawl down until he could look at her eye to eye. "What are you doing Ben?" Gwen asked as she put her hands on her hips and leaned forward to glare at her cousin.

"Just putting the final touches on the security system for our meeting place," Ben said as he hopped onto Gwen's shoulder and pulled the neck of her sweater and t-shirt out so he could slip into them. "Just follow my directions and we'll have all the privacy we need to fuck in no time."

"Ok then," Gwen said slowly as Ben settled himself under her shirt so he stood on her belly and held onto her tits for balance, "where do I go?"

"Just walk straight ahead until you get to the narrow hall about the middle of the wall," Ben said in his odd Greymatter voice.

"So how did you find this place anyway, Ben?" Gwen said as she followed the narrow gap between the wall and the folded bleachers. "And how do you know we're going to have privacy?"

"I'm surprised, Gwen," Ben said happily as he pushed his cousin's bra up so he could reach her nipples. "You're the geek of the family, you should have figured out about this room before I did."

"Stop gloating and tell me about the room," Gwen with a groan of pleasure as Ben squeezed her left nipple with one hand and sucked on the other one.

"You remember what Grandpa Max told us about this school?" Ben asked. "Especially what he told us about the gym and the bleachers?"

"He told us it was originally the high school for the district," Gwen said thoughtfully as she spotted the narrow hall Ben had told her about just ahead. "It was suppose to be pretty high tech for its time. I think he said the bleachers for the gym were motorized so they could be extended and retracted automatically."

"That's right," Ben said as he continued to play with Gwen's tits at the same time that he massaged her swollen belly with his feet. "But the schools budget didn't include any money for maintenance or upgrades on the equipment so after a few years the whole system just died and the school decided it would cost too much repair the equipment and just left it to rot away. While, it took me a while but I managed to find the old control room for the bleachers. When I found it it looked like no one had been there for several years so I cleaned it out and refurnished it so we'd have a nice place to fuck. After that I set up a security system so make sure that we'd be able to keep the place all to ourselves even if someone did remember the room was there."

"What is this incredible security system you created," Gwen asked as she slipped into the short tunnel and made her way down it as Ben continued to play with her tits while he massaged her swollen belly with his feet. "And where did you get the parts to make it?"

"The security system is just a magnetic lock hooked up to combination genetic scanner and key pad," Ben said, taking his mouth off Gwen's nipple so he could talk. "I salvaged all the parts from the control rooms old equipment - well, Greymatter salvaged and built the lock, scanner, and keypad."

"Is this the keypad you're referring to?" Gwen asked when she reached the door at the end of the short corridor.

"That's it," Ben said, turning his head to look.

"So what's the code?" Gwen asked as her finger hovered over the numeric keypad.

"It's our birth date," Ben said. "Easy to remember, but with the genetic scanner only you and I can use it."

"So what happens when you're in alien form?" Gwen asked as she punched in the proper code so the door beeped and then popped open.

"The scanner is actually tied into the Omnitrix, so whatever form I'm in the scanner recognizes it," Ben said as Gwen pulled the door open and stepped into the small room beyond it.  
As much as she hated to admit it Gwen was impressed with what she found in the former control room. Even though the room was small there was more than enough room for the queen size mattress on the floor as well as a couple cushioned chairs.

"Looks nice Ben," Gwen admitted with a rueful grin, "but do we really need a queen size mattress if it's just the two of us fucking?"

"Well I did have a couple other people in mind," Ben said as he gave Gwen's left tit an extra hard squeeze to make her nipple pop out even further in his grasp.

"Really?" Gwen said with a smile as she looked down at the strange pupils of Greymatter's yellow eyes. "And just who did you have in mind?"

Before Ben could answer the Omnitrix started giving off its countdown signal and Ben jumped off Gwen's swollen belly to slide out the bottom of his cousin's sweater and shirt (pausing just long enough to give her pregnant stomach a quick kiss). As soon as he hit the floor Ben stepped away from his Gwen's feet and then changed back into his human form in the usual flash of red light. When Gwen could see again Ben was standing before her in his favorite t-shirt and brown slacks.

"So, who else did you have in mind Ben?" Gwen asked again as Ben looked down at his feet as he shifted them around nervously.

"Well, there's grandpa of course," Ben said. "After all, he's been fucking you for most of the summer and it doesn't seem fair to cut him off now - especially since he bought the mattress and helped me get it here."

"That makes sense," Gwen admitted with a grin as Ben continued to look down at his feet. "But I think you have someone else in mind too - don't you?"

"Yeah I do," Ben said finally looking up from his feet to see how Gwen was going to react as he continued. "I've been thinking about that friend you told me about earlier in the summer. The girl you said developed puberty early - like me."

"I do remember mentioning something about Jane during the summer," Gwen teased, grinning at the hopeful look on Ben's face as she spoke.

"Jane?" Ben said in surprise, "Jane the slut?"

"You take that back Ben Tennyson," Gwen snapped at her cousin.

"But that's what everyone calls her," Ben whined as he backed away from Gwen's angry glare. "I mean the way she dresses and acts - and I've heard that she's begged more than one guy to fuck her."

"But no one has fucked her yet," Gwen pointed out as her face shifted from a glare to a grin. "So she isn't a slut - at least not yet. I talked to Jane at lunch today and I can tell you that she's horny as hell and jealous of me because I'm already pregnant and she hasn't even lost her cherry yet. Ben, I told her about you and me and she wants to fuck you as much as you want to fuck her."

"Really," Ben asked with a grin that almost swallowed his face. Gwen could see the bulge in his brown pants as he thought about fucking her friend. "Are you sure Jane wants me to fuck her?"

"I'm sure," Gwen said with a nod, "in fact, she would have been here right now if I'd known how much you wanted to fuck her. "But I didn't know. Besides, if she was here I'd have to share your cock with her, and after going a week without a single fuck I'm too horny to share you."

"I was wondering when we'd get down to business," Ben said with a big grin as he pulled his shirt off over his head. "If we're going to fuck shouldn't you be getting out of your clothes?"

"I will," Gwen said with a mischievous smile, "I just wanted to wait until I had your attention before I took off my sweater."

"Well you have my attention now geek," Ben said with a broad grin of his own, "so why don't you show me what's under that sweater?"

"Just this," Gwen said, lifting her sweater over her head while keeping her t-shirt in place where it clung to the bulge of her belly.

Gwen grinned at the glazed look on Ben's face as he looked at her and his cock grew between his legs until it stuck straight out like an iron rod. "Is that," Ben said as he reached out to touch his cousin's stomach just under the hem where her bulge made a gap between her shirt and her pants.

"Your handy-work?" Gwen teased as she reached out to run her fingers along the length of Ben's cock. "It sure is, dweeb."

"I know that," Ben said with a big grin as he ran his hands under her shirt to caress her stomach. "I was wondering about the shirt. Is that the same shirt you were wearing the day we . . ."

"Fucked for the first time," Gwen finished as she knelt down to lick her cousin's hard shaft. "It sure is. I won't be able to wear it much longer the way my belly is growing with our baby, but I thought it would be safe enough to wear it under my bulky sweater, and I thought you'd like to see it one more time before I put it away until after the baby's born."

"I like it," Ben said as he grabbed the hem and lifted the blue on blue shirt up over Gwen's head as she raised her arms so he could do it. "But I like seeing you with it off even more."

"Good," Gwen said as she got to her feet removing her bra as she stood and then sliding her pants and panties down to the floor. She kicked her shoes off as she made her way to the mattress and dropped onto the queen size pad naked except for her socks. "Fuck me Ben," the redhead begged as scooted back on the mattress and opened her legs and arms for her cousin as he followed her. "It's been a week since we fucked Ben," Gwen said as Ben stroked her slit with his fingers and tickled her erect clit. "I want your cock in me, and I want it now. I want to feel your cum shooting in my pussy and I want to dream about all the babies we're going to make together."

"I love the way you think Gwen," Ben said as he crawled up his cousin's body until the head of his cock rubbed against her sopping pussy lips. It's been a week for me too, and I'm so fucking horny I can't wait to get my cock into your geeky little body. Is it just me or is your pussy hair getting thicker?"

"I can't really see it with my belly in the way," Gwen said with a gasp as Ben sucked on her tits and rolled his tongue over her nipples, sending a jolt of sexual energy straight to her creaming cunt. "But I think I am getting hairier. I don't know if it's because I'm at the age when my pubic hair starts growing like this, or if it's because of all the hormones running through my body with the pregnancy."

"I don't care why it's growing," Ben said as he ran his fingers through the stiff curly hairs between Gween's thighs, "I like it."

"Good," Gwen groaned as Ben shifted his hips a little more and pushed the head of his cock between her pussy lips. "Oh God," she muttered as Ben slid into her fuck tunnel, "I've missed this so much. I don't want to go this long without fucking ever again."

"Neither do I," Ben grunted as his cock bottomed out against Gwen's cervix and his cousin's fingernails bit into his back as she held him tight and locked her legs behind his quivering ass. "I want to fuck you forever."

"We can dream can't we," Gwen moaned as Ben slid in and out of her pussy, twisting his hips the way Grandpa Max had taught him to give her as much pleasure as he could. That was one thing she loved about her dweeby cousin, he always tried to give her as much pleasure as possible, of course the fact that he got as much pleasure out of fucking as she did didn't hurt either. She could already feel the pressure building up in her belly, just behind where the baby was pushing her stomach out to meet Ben's stomach as her cousin bounced up and down on her pregnant body.

"I'm going to cum Gwen," Ben said through gritted teeth as he tried to hold back his orgasm until she had hers. "Your cunt feels so good I can't hold it."

"Just a little longer Ben," Gwen begged as she felt her own orgasm building in her cunt, "I'm almost there."

"I'm trying," Ben grunted as he tried to slow his pace as his cum filled balls bounced off his cousin's ass and her slit quivered around his shaft. "I can't do it, Gwen, "I'm cumming."

"So am I, Ben," Gwen screamed as her cunt spasmed and held his spraying cock deep in her body exploded with pleasure.

"Oh God Ben," Gwen said as the two cousin's lay naked on the mattress, "I think that was the best fuck we had since . . ."

"Since the first time we fucked," Ben finished with a blissful grin on his face as he reached over to tickle Gwen's tits. "If I wasn't too horny to do it I'd suggest waiting a week between fucks more often."

"You're right," Gwen said, "I don't think I could take going that long without a fuck again. It felt so good fucking again after going so long without your cock in my cunt, but I'd rather fuck every day than once a week."

"You got that right," Ben said with a chuckle.

"So Ben," Gwen said with a groan as she got to her feet and started looking for her clothes, "do you think you can be here early tomorrow?"

"Sure," Ben said with a shrug as he got up from the mattress and started hunting for his own clothes, he smiled to himself when he glanced at his cousin and saw his cum running down her thighs as she pulled her panties on. "But what's so important about tomorrow morning?"

"I told Jane that if you were interested in fucking her than we'd meet here at school in the morning. "You are interested in popping her cherry and knocking her up like you did me, right?"

"Well yeah," Ben said with another smile as he thought about slamming his six inch cock into the brunette as she begged him to knock her up. "The only thing I'd like better is if I fucked you too."

"If you're up to two fucks in a row than we'll do it," Gwen said with a shiver of pleasure. "In fact if you're up to two fucks than why don't we do it before and after school."

"Sounds like a challenge," Ben said with a pleased grin as his head popped up through the neck hole of his shirt. "And I never turn down a challenge."

"Good," Gwen said as she settled her sweater over her stomach to hide her bulge. "By the way, can you give me a ride home?"

"Sure thing," Ben said as he glanced down at the green face of the Omnitrix, "the watch is all charged up and ready to go so here comes the XLR8 express."

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**sorry about not updating yesterday, completly forgot about it. anyways since last chap was the last time i hold a ransom for the new chap, i hope you guys keep leaving reviews, i do enjoy reading most of em, and for guests, please do make an account so that i can reply to your review, it gets kinda annoying doing this every chap. by guys and gals, see ya next week. **

**R&R**


	7. Chapter 7

**ok because of ll the crap ive been getting about this fic, i really dont feel, like saying it anymore, so ill say it just once more. Before i posted this fic here a few weeks ago, i originally posted it on a hentai site a few years back. so people shut up and stop buggng me about it, stuff on hentai sites get copied all the time. anyway, dont feel like doing review replies this time around becasue of this crap****.**

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"Stay down," Gwen hissed at Ben as her cousin knelt behind the trash bin. "We can't let Jane see you before you change back.

"I know that," Ben said with the lizard-like hiss of his XLR8 form, "but why do I have to hide when she isn't even here yet."

"Because we don't know when she's going to get here," Gwen pointed out as she brushed her bulky sweatshirt into place and glanced around the school grounds. "I already told her about my magic but it might be a bit much to spring the whole alien switcheroo thing with her right now. If Jane comes around the corner and sees me standing next to XLR8 - or if she turns the corner just as you're changing into your own form."

"I guess you're right," Ben sighed, "but you know she's going to figure it out sooner or later."

"I know," Gwen muttered, "and she may not be happy with us when she does figure it out, but for now I think it would be best if we kept the watch to ourselves."

"Ok," Ben said as the Omnitrix started to beep. "Looks like we don't have to worry about it after all."

"That's what you think," Gwen said as she watched Jane come around the corner of the building just as Ben changed in a flash of red light.

"Hi Gwen," Jane called as soon as she was close enough to be sure that it was Gwen waiting for her outside the gym entrance with the brown haired boy standing next to her.

"Hi Jane," Gwen called with a wave as the brunette approached them. "This is my cousin Ben Tennyson, Ben this is Jane Martin, my best friend since first grade."

"Hi Jane," Ben said with his eyes focused on the bulge of her tits under her modest sweater. "I've been looking forward to meeting you."

"Really?" Jane asked as her own eyes drifted down to the lump in Ben's green pants. "And how long have you been looking forward to meeting me?"

"Ever since Gwen told me that you had early puberty just like me," Ben said with a self-conscious grin. "And how long have you looked forward to meeting me?"

"Since yesterday when Gwen told me that you were the one who popped her cherry and knocked her up," Jane said with a grin of her own. "If you're like me than you've been horny ever since your early puberty set in, right?"

"Yeah," Ben said as he gave Gwen a sheepish grin, "but I didn't want to tell Gwen about that."

"It isn't like it would have made any difference, dweeb," Gwen snapped. "After I cast that lust spell it didn't matter how horny you were before I cast it, because I was at least as horny as you by then. I don't think either of us could have stopped what happened after that - even if we wanted to."

"And I can see that neither of you wanted to stop once you got started," Jane said with a chuckle as she shifted her gaze from Ben's bulge to the one under Gwen's sweater.

"Hell no," Ben said as he slid his arm around his cousin's waist so that he could rub her pregnant belly under her bulky green sweater.

"Me either," Gwen said as she patted Ben's hand, "after our first fuck I don't think I could have stopped for anything - I didn't want to stop."

"And I can't wait to start," Jane pointed out. "So where is this special room Gwen was telling me about?"

"It's just off the gym," Ben said. "Before we head in I think Gwen should cast her invisibility spell so no one will see us as we enter the school."

"Oh good," Jane said as she watched Gwen pull her spell book out of her sleeve. "This means I get to see Gwen use her magic. So when do I get to watch you change into one of your alien heroes Ben?"

"What," Ben asked with a weak laugh as he gave Gwen a quick look. "What alien heroes are you talking about?"

"Do you really think I'm just a set of big tits and a horny cunt?" Jane asked with a disappointed voice. "After Gwen told me about her magic powers I went on-line last night to see what I could find out about what she was doing during the summer. I found a few references to Luck Girl as well as several others about a young red-headed girl casting magic spells. Every time you and your magic came up Ben and one or more of her heroes came up as well. The two of you weren't really that careful with your 'secret' identities - in fact the two of you and your grandfather even appeared in several pictures after Ben saved the day as one of his alien heroes."

"Yeah I guess we weren't that careful with our powers and aliens," Gwen said with a sheepish grin. "Do you think anyone else has figured it out yet?"

"Gwen, why are you worried about normal people like Jane figuring out our identities?" Ben asked with a thoughtful frown. "Most of our enemies already know who we are so I don't think it matters if other people know too, but I'm not ready to make a general announcement yet."

"I guess you're right," Gwen said thoughtfully. "But I need a lot of practice with my magic before I'll be ready to make a general announcement, and you'll need practice with your aliens too."

"Right," Ben said sarcastically, "you don't need practice when you're a natural."

"A natural disaster," Gwen said with a snort, "but we'll worry about that later."

"We better," Jane huffed with a smile that threatened to turn into a laugh as she watched the cousins bickering. "Because right now all Ben needs to worry about is popping my cherry and doing his best to knock me up."

"Right," Gwen said as she brought her spell book up to read the spell. Jane noticed the way her friend's voice took on a strange echoing quality as she spoke the words from her book and she felt the spell wash over her.

"Is that it?" Jane asked as Gwen slipped her spell book back into her sleeve.

"That's it," Gwen said with a nod, "the three of us are now invisible to everyone else. That means we can slip into the school through the gym entrance and head for our secret room without anyone seeing us."

"Great," Jane said as she slipped past the cousins and reached for the doorknob which refused to turn. "Except that the doors locked."

"No problem," Ben said as he reached into his pocket and pulled out three keys, "Grandpa Max made a copy of the key for me, and I made a copy for both of you last night." After he handed out the two extra keys Ben slipped his into the lock and opened the door wide so Gwen and Jane could walk past him into the dimly lit gym. "Follow me, Jane, you're going to love the room I set up for us."

"Are you sure no one will find it?" Jane asked as she followed the other two behind the bleachers and down the short narrow corridor.

"No way," Ben said before he explained why no one else knew about the room anymore.

"So this control room has been sitting here unknown and unused all these years?" Jane asked as Ben punched the code into the keypad and then gestured for her to enter the room first.

"You got that right," Ben said, "someone must have known about it at one point because I found a lot of trash in here the first time I opened the door, but as I cleaned it out I realized there was nothing newer than five years ago so I don't think anyone's known about it for at least that long."

"Wow," Jane said, taking a quick look around the small room before she crossed to the mattress and let herself drop down on it so that her ass bounced up suggestively. "This is even better than I expected. You know, I could keep my school clothes in here and change into them every morning - and then change back into my regular clothes before heading home in the afternoon. Even if my parents find a way to search my locker they'll never know what I'm doing."

"That's fine by me," Ben said as he looked at Gwen who nodded her own accent.

"Of course that means that I'll be naked in this room twice a day," Jane pointed out, "can you think of anything else we can do while I'm not wearing any clothes?"

"I can think of something," Ben said with a crooked grin as he watched Jane get to her feet and start to remove the conservative blouse and skirt that she'd worn from home.

"The two of you obviously have plans for right now," Gwen said as she watched Ben start to strip out of his own clothes as Jane let her bra fall to the floor so her oversize tits bounced free. "But I hope you don't mind if I watch."

"I don't mind," Ben said as he pushed his underwear down over his already erect cock.

"Neither do I," Jane said as she sat back down on the edge of the mattress and removed her socks. "In fact I think I like the idea of you watching while I lose my cherry and try to get knocked up."

"So do I," Ben said as he sat down next to Jane and removed his own socks. "Besides, we have enough time for me to fuck both of you before we have to worry about getting dressed and heading for class. But I can't do that if you leave Gwen."

"Then it's settled," Gwen said as she removed her own clothes and looked around for a comfortable place to sit down before she opened her book bag and pulled out her vibrator.

"Nice dildo," Jane said as she looked at the pink plastic shaft in Gwen's hand.

"That's one of the vibrators grandpa bought for you isn't it?" Ben asked as he took his eyes but not his fingers off Jane's naked tits.

"It sure is," Gwen said as she opened her thighs and guided the head of the vibrator to her clit by feel since she couldn't see her pussy past her pregnant belly. "I didn't want to take a chance with my favorite dildo - just in case someone caught us and searched my bag before I had a chance to hide it here in the room."

"That's not a problem," Ben said with a grin before he stuck his tongue out to lick Jane's erect nipples. "I can modify this vibrator just like I modified the other one. I can sneak back here during lunch and modify it as Greymatter so it'll be ready for you by last bell today."

"Sounds good to me," Gwen sighed as she ran the vibrator along her slit and erect clit. As he watched her Ben couldn't help but notice that the hair around his cousin's pussy had grown thicker since the first time he saw her naked and he wondered if that was because of her pregnancy or if it was natural.

"Can I use your dildo," Jane asked as she watched her friend slide the humming piece of plastic in and out of her drooling cunt. "I always wanted a dildo but I was afraid my parents would find it in my room even if I did manage to buy one."

"Sure you can use it," Gwen said with a low moan of pleasure as slid her vibrator in and out of her pussy, making sure that the plastic shaft slid across her clit with every thrust. "In fact I thought I'd keep this little toy here in our private fuck room so we can use it any time we want."

"Sounds like a fun way to spend my lunch time," Jane said with a grin.

"If you think this looks like fun," Gwen moaned as she slid her dildo in and out of her slimy cunt, "just wait until Greymatter modifies this baby. But right now don't you guys have something better to do than watch me?"

"We sure do," Ben said as he tore his eyes away from Gwen to look at Jane as he pinched her nipples. "Are you sure you're ready for this Jane?"

"Ready, willing, and anxious to get rid of my damn cherry," Jane said with a grin even larger than Ben's as she grabbed one of his hands and shifted it down to her fur covered crotch. As soon as his hand reached Jane's twat Ben started tickling the brunette's slit and clit until his fingers were coated with enough pussy juice that he could slide one between her cunt lips.

"Damn," Jane moaned as she closed her eyes in pleasure, "I don't know what feels better, my cunt or my tits."

"This is nothing," Ben said as he bent forward to give Jane a tongue filled kiss, "just wait until I pop your cherry and fill your pussy full of baby juice."

"You know just how to turn a horny girl on Ben," Jane said as she pulled her mouth away from Ben's and reached down to run her fingers along his erect cock so it jumped in anticipation. "By the way Ben, did anyone ever tell you that girls with early puberty can be extra fertile?"

"No," Ben said slowly, "is that something I should know about?"

"Maybe," Jane said thoughtfully, "since it could mean that I could have more than one baby growing in my belly after today. You know, Ben, if boys with early puberty are extra fertile that could explain how you managed to knock Gwen up so fast."

"I never thought about that," Gwen said with a gasp as she slammed the vibrator in and out of her drooling pussy. "That really could explain how I got knocked up so easily."

"If you got knocked up so easily because of Ben's extra powerful sperm," Jane purred as Ben tickled her brown furred pussy and clit, "then I'll be knocked up for sure."

"Only if I actually fuck you," Ben pointed out as he took his fingers out of Jane's cunt and licked them clean with a sigh of appreciation at the taste of her juices as he shifted his other hand from Jane's tits to her twat. Ben felt Jane's body shiver under his touch and he heard the girl gasp as her slit spasmed against his probing fingers.

Ben waited for the brunette to catch her breath and then gave her a wide smile as he asked, "Are you ready to lose your cherry?"

"Ready, willing, and impatient to get knocked up," Jane said as she shifted around on the mattress and opened her legs in invitation. "Now crawl in here and put that baby maker to work Ben."

"You don't have to tell me twice," Ben said as he crawled between Jane's open thighs and placed the head of his cock against the girl's virgin pussy lips. He slid the tip up and down the girl's slit and tickled her erect clit before he hesitated at the mouth of her fuck tunnel. "This is going to hurt."

"I know," Jane said through gritted teeth, "but I've been planing this for years. I'm ready, now do it."

Without another word Ben forced the head of his prick between Jane's pussy lips and started working the shaft into her cunt. His cock was half-way into Jane's fuck hole when the head met the resistance of the girl's hymen. He looked up to see Jane close her brown eyes in anticipation of what was about to happen. With a deep breath Ben slammed his hips forward and smashed his cock through Jane's cherry and all the way to the end of her fuck tunnel in one quick thrust.

"Are you alright, Jane," Ben asked as he held his cock steady in the depths of the girl's cunt so that her cervix tickled the slit at the tip of his shaft.

"I'm fine," Jane gasped as her chest heaved, "just give me a minute to catch my breath and then we can start working on our baby."

"Wow," Gwen said as she continued to slam her dildo into her dripping cunt. "Now I understand why you always got so horny when you'd watch Grandpa Max and me fucking." She said as she brushed her red hair back out of her eyes before she shifted it down to pat her swollen belly.

"If you think it's hot to watch us," Jane said as she grinned at her friend, "you have no idea how horny I'm getting watching you with that vibrator and pregnant belly. I can't wait until my belly's as big as yours."

"In that case," Ben said as he pulled his cock out of Jane's pussy until only the head was in the girl's fuck tunnel, "I better get busy if I want to give you that big belly you want so much."

"Oh yeah," Jane hissed as Ben slammed his cock deep into her pussy. "Fuck me Ben, fuck me and knock me up with your baby."

"Now that's a demand I'll be happy to do," Ben grunted as he slammed his shaft into Jane's cunt with enough force to make his balls bounce off her tight ass with every thrust. He could feel his nuts pulsing and knew it wouldn't be too long before he was shooting his load deep in Jane's fertile pussy. Jane's fuck hole was starting to pulse around his shaft too and from the way the girl under him was squealing for breath every time their pubic hair meshed together.

Ben leaned forward to kiss Jane's large bouncing tits and managed to suck one of her nipples into his mouth. He bit down on the swollen nubbin in his mouth with just enough pressure to send a charge of sexual energy running down Jane's spine to her cock stuffed cunt. With a scream of pleasure Jane caught Ben in her arms and legs and held him tight as her pussy squeezed Ben's cock so hard that it sent him over the edge at the same time.

"I'm cumming," Ben and Jane screamed together. Ben felt his balls clamp down hard as he shot wad after wad of sperm into the girl's hungry womb.

"Great show you two," Gwen said as Ben and Jane lay side by side and tried to catch their breaths. "Is it my turn now?"

"You bet," Ben said weakly as he rolled over on his belly and then got to his hands and knees. Gwen could see that her cousin's cock was still erect in spite of his recent orgasm. "Do you want to come over here? Or should I come to you?"

"Actually I had something special in mind," Gwen said with a grin.

"And what's that dweeb?" Ben asked suspiciously.

"I've been thinking doofus," Gwen said as she shifted her weight around and opened her legs wide so Ben had a good look at her drooling pussy, "that I haven't fucked any of your aliens lately. And since Jane wanted to see one this would be a good time to use that funky watch of yours."

"I like it," Ben said as he started twisting the ring of the omnitrix to cycle through the alien silhouettes. "Who do you want to fuck Gwen? Fourarms? Heatblast? XLR8?"

"Actually I was thinking of an alien that Jane and I could both enjoy," Gwen said, giving her friend a smile as she continued. "Change into Ditto and make enough copies of yourself to keep both of us happy."

"Now that's a great idea," Ben said as he set the omnitrix to the proper alien and slapped the plunger. In seconds Ben was gone, replaced by the small duplicating alien who quickly split into multiple copies of himself.

As several of the short aliens hopped off the mattress and rushed over to Gwen the red head said, "Jane, we're pretty sure that Ben's alien forms aren't genetically compatible to get a human pregnant, but just in case you may want to hold off fucking Ben in any of his alien forms until you're sure that you have his baby growing in your belly."

"I guess you're right," Jane groaned as two of the Dittos started playing with her tits. She looked down to see another Ditto kissing her flat belly while two more crawled between her thighs - one to lick her slit while the other one sucked on her blood filled clit.

"This is great," Jane moaned as she felt her body crawling toward another orgasm, "I didn't think I'd more than one guy this soon."

"That's nothing," the Ditto kissing her belly said as he lifted his head from her stomach to speak. "Whatever one of us feels we all feel. So I get the taste of your pussy at the same time that I feel my cock slamming in and out of Gwen's cunt and ass."

"Cunt and ass?" Jane said as she glanced over at her friend. She could see Ben's redheaded cousin up on her hands and knees as one Ditto fucked her cunt, another one fucked her ass, two more sucked on her swollen breasts, and one more kissed her pregnant belly possessively.

Gwen was obviously enjoying herself as much as the Ditto's because she was screaming encouragement as her cousin fucked her in several places at once. As Jane watched one of the Ditto's playing with Gwen's tits formed another copy of himself. The new Ditto ran up to Gwen's face and slid his cock into the redhead's open mouth. "That looks like fun," Jane said as she watched Gwen sucking Ditto's prick, "can I have one to suck?"

"You bet," a Ditto said in his high pitched voice. "Open your mouth and let me stick this baby in it." Jane didn't say another word, she just opened her mouth and sucked Ditto's erect prick into her mouth and down her throat as she ran her tongue along the base of the shaft and she felt all the Ditto's shiver with pleasure.

Gwen glanced over at the mattress and saw her friend shiver with pleasure as the multiple Ditto's sucked, teased, and fucked various parts of her body all at once. She could feel her own pleasure building toward a new orgasm as Ben fucked her cunt, pussy, and mouth at the same time that he sucked her swollen tits and belly. As Ditto Ben's cock wasn't as large as it was in his human form, but it was close and he had one in her ass and another in her cunt at the same time. Even as the sexual energy started to build in her belly Gwen felt Ditto's cocks start to pulse in her mouth and holes and she knew it wouldn't be long before Ben was shooting his alien spunk all over her body.

Ditto's cock pulsed one more time in Gwen's holes and his balls clenched, shooting several wads of alien cum all over her body as well as in her mouth, ass, and cunt. The taste and feel of her cousin's juice was enough to send Gwen over the edge and her whole body shook with the new orgasm that ran through her body. As she came down from her orgasm Gwen turned to give Jane another smile, the sight of her friend's large tits covered with Ben's alien cum was enough to send another small orgasm running through her body until she felt her baby shivering in her swollen belly.

"Was that the bell?" Jane asked as she lifted her head weakly from the mattress.

"Not yet," said as she checked her watch, "but we don't have that much time left. We better clean up and get dressed before we're late."

"Are you sure we can't just spend the day here all day and fuck ourselves silly?" Jane asked as she ran a finger through the cum coating her tits and sucked it clean.

"Sounds good to me," Ben said as the omnitrix started beeping down the time.

"Me too," Gwen said as she rubbed Ben's cum into her belly, "but people are going to get suspicious if all three of us miss school. So we better get ready and head for class. But I'll meet the two of you here afterward, ready and willing for another fuck session."

"You bet," Ben said as he picked up his clothes and started getting dressed.

"Just be sure you're ready to fill my cunt with another load of cum Ben," Jane said as she grabbed her school bag and pulled out the change of clothes she'd planned to wear that day. "I feel good about your first load of cum but I'd like another just to be sure."

"And make sure you have a load of cum for me too, dweeb," Gwen said as she started getting dressed.

"Will do, geek," Ben said as he finished getting dressed. "Make sure you leave your dildo where I can find it and I'll come back during lunch to modify it like I promised. I have some ideas I think you'll like."

"I'm sure I will," Gwen said with a smile as she settled her bulky sweater in place over her pregnant belly. "Just make sure you don't break it while you're working on it." Gwen looked back as she reached for the door handle and noticed the look that passed between Jane and Ben. She wondered if the two of them were making plans to meet for another fuck session during lunch, she felt a little jealous at the thought, but then realized that she probably should give them as much time as they wanted so that Ben would have a better chance to knock up her friend as soon as possible.

"I'll see you two this afternoon then," Gwen promised with a grin before she opened the door and left the two of them to make their plans.

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**ok there u go guys, chap 7. oh and sorry for the late update, had exams this week and didnt get a chance to update. **

**R&R**

**please vote on my poll, i already have a few ideas for them but idk which to do first**


	8. Chapter 8

**sorry for the late update guys, ive had exams all week and i dont get a chance to come on here to update. anyway since my last one was today, i decided ive kept you guys waiting long enough. here is chap 8. enjoy**

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"Ben how could you say something like that," Gwen snapped at her cousin loud enough for Jane to hear her through door to their secret room. A second later the door opened and the two cousins walked through the door together.

"All I said was that you look bigger every time I see you," Ben said as he watched his red-headed cousin nervously.

"Exactly," Gwen said as she closed the door, "do you have any idea how fat that makes me feel?"

"That isn't what I meant," Ben sighed.

"And what did you mean?" Gwen asked as she placed her fists on her hips and glared at her shorter brown haired cousin, her swollen belly and tits bouncing under her bulky clothes with her angry breathing.

"I meant," Ben said, trying to find the words to express what he was thinking. "The more bigger your belly gets because of our baby - the hornier I get and the more I want to fuck you."

"Oh," Gwen said with a startled shake of her head as she let her arms drop down to her sides, "that's almost romantic. It's definitely sexy enough to make me horny."

"Good," Ben said with a relieved grin, "does that mean we can fuck?"

"Of course," Gwen said as she reached for the hem of her sweater and then hesitated when she finally realized that neither of them had turned on the lights when they entered the room.

"Hi guys," Jane called from the chair where she sat next to the old control console. "I've been waiting for you."

"I guess so," Gwen said as she watched her friend fish a baby dill out of the jar on the console and then dip it into her strawberry yogurt before she took a bite of the pickle. "You guys want some? I was hungry so I stopped at the party store on the way in and they just happened to have what I had a taste for."

"I think," Gwen said with a grin as she watched her friend dip another pickle into her yogurt before she slid it into her mouth and munched it down, "the word you're looking for is craving. As in, what you had a craving for."

"Really?" Jane asked as she looked at her yogurt covered pickle before she put it in her mouth and took a big bite.

"I'm sure," Gwen said with a grin as she turned to Ben, "remember when the cravings hit me?"

"I sure do," Ben said with a shake of his head, "sauerkraut and strawberry ice cream. That was also the day you had me change into Horndog so I could find out if you were pregnant."

"That's right," Gwen said thoughtfully. "You know, that might not be such a bad idea for right now."

"Sure," Ben said as he raised his watch to show the two girls the red face of the omnitrix, "but it's going to be a few minutes before the watch recharges."

"Say," Gwen said as she turned to Jane, "didn't I give you a home pregnancy test last week?"

"You sure did," Jane said as she held the stick from the test up so the other two could see the positive result. "This morning I was a week late for my period and I had an upset stomach - I didn't actually get sick but my stomach was really upset so I decided to use the test. The weird thing was that the test gave me the result in just two minutes instead of the five minutes it says it's suppose to take."

"That's strange," Gwen said, "I wonder if that's important."

"I don't know," Ben said with a shrug, "but maybe we'll know in a few minutes when I change into Horndog and check things out. But until then I want to fuck."

"Me too," Gwen said as she reached for the hem of her sweater.

"I'll pass for now," Jane said as she dipped another pickle into her yogurt, "right now I'm too hungry to think about fucking even if I know how much I'll love it once we get started."

"Ok," Ben said as he stripped out of his own clothes and tossed them into the corner, "as long as we can fuck later I don't care - just as long as I have someone to fuck."

"And you do you dufiss," Gwen said as she dropped to the mattress and rolled over on her back. "Give me a hand with my panties Ben, I'm having some trouble reaching them right now."

"And you'll have a lot more trouble bending down before the baby is born," Ben said as he grasped the elastic of Gwen's underwear and pulled them down past her ankles. "And I'm going to enjoy watching every swollen inch."

"I'm glad someone is," Gwen said as she wrapped her hand around Ben's semi-erect prick and stroked it to life. "I'm only halfway through this pregnancy and I'm already wondering how long it will be before I can see my feet again. But as long as I can feel your cock in my tight little cunt I don't really care how big my belly gets."

"Good," Ben said as he cupped Gwen's left tit and squeezed it as he eased her back on the mattress, "because I plan to fuck you no matter how big your belly gets."

Gwen moaned in pleasure as Ben massaged her growing tits and opened her legs as her brown haired cousin crawled between her spread thighs until the tip of his cock kissed her tight wet pussy lips. "Fuck me Ben Tennyson Gwen groaned as she forced her pussy down further on Ben's shaft as he inched his way forward until his prick was buried deep in her pregnant belly. "Fuck me Ben," Gwen ordered as she wrapped her arms and legs around her lover and rubbed her swollen stomach against Ben's hard belly as her sparse red cunt hairs meshed with the brown ones around the base of Ben's prick.

"I love fucking your big belly, Gwen," Ben said as he slammed in and out of the girl's eleven year old slit.

"Do you love fucking me as much as you love fucking Jane," Gwen asked as Ben bent down to lick her tits and suck on her nipples until they popped erect between his teeth.

"That's not fair Gwen," Ben said, running his tongue across his cousin's erect nipples. "I love fucking both of you, it's like asking me if I like hot dogs more than I like hamburgers."

"You're such an idiot sometimes Ben," Gwen sighed with both pleasure and exasperation as Ben's pistoning cock drove her toward her orgasm. "When a girl asks something like that she's looking for something sexy or romantic, she doesn't want to be compared to a hot dog or a hamburger."

"I'll remember that," Ben promised with a mischievous smile as his balls bounced off Gwen's ass and his stomach bounced off her belly bulge. "But you have to remember, I do love hot dogs and hamburgers, but not as much as I love fucking you and Jane."

"Good," Gwen gasped as she felt her orgasm growing just behind her baby as Ben's shaft stroked across her clit with every thrust. She could feel Ben's cock pulsing in her fuck tunnel and she knew it wouldn't be much longer before her cousin was shooting her full of the same baby juice that had knocked up both her and Jane. Even as she felt her orgasm growing in her belly she felt Ben pick up her pace and she heard him grunting as his swollen balls bounced off her ass with more and more force. "Fuck me Ben," Gwen screamed, "fill me with your cum, Ben, give our baby a cum bath."

"Here it comes, Gwen," Ben screamed as he slammed his shaft into his cousin's body with enough force to shove her a couple inches toward the head of the mattress as her fuck tunnel tried to squeeze every drop of baby juice out of his spasming cock.

As the first wad of cum hit her cervix Gwen crushed Ben in her grip as her own orgasm slammed through her body and her muscles cramped tight as pleasure shot from her toes to her head and then back again. "I'm cumming Ben," Gwen screamed so loud she was sure her voice would echo through the empty school in spite of Ben's soundproofing.

"Oh God," Gwen gasped as Ben rolled off her with a groan. "I think that was the best orgasm you ever gave me."

"It sure looked good from here," Jane moaned as she took her fingers out of her snatch and licked them clean. "Just watching the two of you fuck got me so horny I forgot how hungry I was. When will you be ready for me, Ben?"

"Give me a minute," Ben said as he raised his arm and focused on the green face of the recharged Omnitrix. "Then I'll change into Horndog and check out our baby. If the smell of two hot, horny, pregnant girls doesn't turn me on as Horndog nothing will."

"Sounds good to me," Jane said as she massaged one of her large tits with one hand while the other one went back to tickle her clit.

"I wish I could help," Gwen sighed from where she still lay on her back, "but that last orgasm was so intense I don't know if I can even move over enough to make room for you."

"No problem," Ben said as he sat up on the edge of the mattress with a grunt. "There's a new position I've been dying to try out - and we need the chair for this one instead of the mattress."

"What do you have in mind, Ben?" both girls asked at the same time.

"You'll see," Ben said with a crooked grin as he twisted the face of his watch until he saw the silhouette of Horndog. "By the way, I've been thinking of changing Horndog's name. With all those hyper-senses of his he could come in real handy on some of my cases, but Horndog just doesn't sound like a good public name for him."

"You've got that right, doofus," Gwen muttered loud enough for Ben and Jane to hear her.

"In private we can keep calling him Horndog," Ben continued like he hadn't heard his red-haired cousin, "but his public name is going to be Sensoray. What do you think?"

"Better than some of the names you've come up with for your aliens," Gwen said with a shrug.

"While I like it," Jane said, "but I like Horndog better - even if it's just our private name for him. So, are you going to change now and take a look at my baby?"

"Sure thing," Ben said, standing up from the mattress and then slapping his palm down on the plunger of the Omnitrix. Gwen and Jane shaded their eyes from the flash of green light and when they could look again Ben was gone and Horndog was standing in his place.

"Get up from the chair so I can sit down," Ben told Jane in Horndog's purring baritone as he stepped over to the stool and offered her a hand as she got up from the seat.

As Jane got up from the chair to make room for Ben Gwen couldn't help but notice that his prick was already hard. "I can already smell your pregnancy," Ben purred as he sent an ultrasonic pulse through the pads of his hand and watched Jane shiver at his touch.

"We already knew she was pregnant Ben," Gwen pointed out. "She showed us the result of her home pregnancy test - remember?"

"I remember," Ben said as he steadied Jane with one hand on hip as he turned her around so she was facing Gwen on the mattress before she backed up between his spread legs. Ben wasn't sure if it was the vibrations from the hand on her hips or the light tap of his hard cock against her back that sent another shiver through the brunette's body but either way he was pleased to realize that he was the one causing the reaction. "But Horndog's senses are even more accurate than those home pregnancy tests."

"Now Jane, I'm going to lift you up and set you in my lap," Ben told the naked girl standing between his legs. "That means your feet are going to be off the floor, but you trust me, right?"

"Of course I trust you Ben," Jane said as another shiver ran through her body. She didn't know how it was possible but Ben hadn't even touched her sexually yet and she could already feel her body approaching an orgasm. Before she could say anything more Ben placed both of his hands on her hips and lifted her off the floor with an ease that told her just how strong his current alien form was. Then he was lowering her slowly into his lap. At first Jane wasn't sure why Ben was lowering her so slowly, then she felt the head of his cock touch the outer lips of her pussy and she knew what her lover had in mind. Without being told Jane spread her legs slightly and reached between them to guide Ben's larger than usual prick between her cunt lips and into her fuck tunnel as he lowered her the rest of the way to his lap.

"Oh God," Gwen moaned from the mattress, somehow she'd found the energy to grab a dildo and she was ramming the plastic cock in and out of her red furred cunt. "Do you guys have any idea how hot that looks?"

"Not nearly as hot as actually fucking this way," Jane gasped as her body shuddered through it's first orgasm with Ben's alien cock buried in her belly and Ben's vibrating hands sending pulses of pleasure through every inch of her body.

"I'm glad you like it," Ben chuckled, "now let's get a look at that baby in your belly." Ben placed one hand on top of Jane's stomach and the other one on her left side and closed his eyes to concentrate on the signals he was receiving. After a few seconds he shifted his hands to get another view of Jane's womb and Gwen noticed the shocked frown on his face as he did it.

"Ben," Gwen asked as she watched her cousin's face, "is something wrong with Jane's baby?"

"Yeah Ben," Jane asked, catching the concern in her friend's voice in spite of the mind numbing haze that made it hard to concentrate as her body built up toward it's second orgasm. "Is something wrong with my baby?"

"The only problem," Ben said in a shocked voice, "is that you're using the wrong term. You shouldn't be saying baby, you should be saying babies."

"Plural," Gwen gasped as she shoved her vibrator in and out of her spasmming cunt.

"I thought I was joking when I said you could be knocking me up with more than one baby," Jane said dully as her body continued to approach it's second orgasm while her mind considered what Ben was saying. "How many babies Ben?"

"Just two that I can see," Ben said as Jane's pussy squeezed his shaft hard as her body went rigid with her second orgasm. "I don't think there's more than that."

"Two is enough," Jane sighed as her body relaxed a little after her orgasm, even as she spoke she could feel the sexual energy starting to build in her belly again and grinned at the thought of having a third or even forth orgasm before she and Ben finished fucking.

"I guess that explains why your home pregnancy test gave you such a quick result," Gwen said as she pushed her vibrator deep in her pussy and left it there for a few seconds.

"Maybe," Jane said cautiously. "You know what this means don't you Gwen?"

"No, what?"

"No more sexy outfits for me," Jane said with an unhappy sigh, "with twins my belly's going to start growing so fast that it'll probably catch up with yours by Christmas."

"No more sexy outfits," Ben moaned as he moved one hand down to Jane's hip and the other one up to her tits as he started to move his prick in and out of her drooling slit. "You can't be serious Jane, do you have any idea how much your clothes inspire me through the day?"

"You don't need my clothes to inspire you Ben," Jane pointed out as she tossed her hair back so that Ben had to jerk his head out of the way when it almost hit him in his multi-faceted eyes. "You get to see me in all my naked beauty, and if that doesn't inspire you I don't know what will."

"It inspires me alright," Ben purred as Jane leaned back into his chest so she could feel the vibrations running through her back. "You wouldn't have two babies growing in your belly if I wasn't inspired."

"He's got you there," Gwen laughed as she took her vibrator from her cunt and ran it across her erect clit with a sigh of pleasure.

"I think he's got both of us, Gwen," Jane pointed out to her friend.

"I sure did," Ben said as he felt Jane's cunt clamp tight around his cock with it's third orgasm and it was enough to set off his own orgasm as he buried his shaft as deep as it would go in Jane's fuck tunnel as he let his load go with a gasp of pleasure as he shot his load deep in the pregnant girl's belly.

"Well Gwen," Jane said as the two girls lay naked of the mattress as Ben sat in the chair and caught his breath now that he was back in his human form. "I think you're right about Horndog."

"What do you mean?" Gwen asked as she pushed herself into a sitting position and reached for her clothes. It was getting late and she knew she'd have to get dressed soon if she was going to make it to class on time.

"Well," Jane said as she reached for her own clothes and started slipping her panties on over her legs (she'd already decided to keep the clothes she'd walked to school in, the sooner she started the better she thought. "Horndog managed to give me three orgasms - two of them before we even started fucking - but the way he did it was almost mechanical. There was no passion in what he was doing, it was all technique. I now realize how much I prefer fucking Ben in his human form because I can tell that he's enjoying the fuck as much as I am."

"It does make a difference," Gwen agreed as she got up from the mattress and pulled her stretch pants up so they settled over her belly bulge before she reached for her oversize shirt. "Hey Ben, you better get dressed before you're late for class."

"What's wrong with him?" Jane asked as she watched Ben slide out of the chair and walk over to his own clothes in a daze.

"I think he's still in shock about the twins," Gwen said with a grin. "You should have seen him when he found out I was pregnant."

"If he's in shock than what about me?" Jane asked as she placed a hand on her exposed belly and gave it a wry grin before she slid her shirt on. "I came in here this morning knowing that I was pregnant, but I never expected to find out that I was carrying twins. I'm still waiting for the idea to sink in."

"It will," Gwen said as she patted her friend's belly. "You'll get use to the idea faster than you expect. Just look at me, I thought I was too young to get pregnant when Ben and I started fucking, but I got use to it."

"I guess you did," Jane said giving Gwen a quick smile and a pat on her growing belly. "So, I'll see you guys here this afternoon?"

"You bet," Gwen said as she shouldered her school bag. "I can't wait to try that sit down fuck like you and Ben had - that was so hot."

"I sure was," Jane said with a blissful smile. "I think that even in his human form Ben could give me two orgasms in that position, but it is kind of hard on the legs since they don't touch the floor while you're fucking."

"I'll remember that," Gwen said as she headed for the door. She gave Ben a quick swat on the ass as she walked past him. "Congratulations daddy," she said as Ben finished pulling his pants up, "this time you were actually trying."

"Thanks," Ben muttered as the door closed behind the two girls.

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**btw, i love that so many of you guys are adding me to your fave list and alerting the fic. makes me happy. you what makes me more happy, if you guys leave more reviews, those actually make me want to update more often for you guys, if i get the chance that is. anyways byes**

**R&R PLS. **

**P.S. vote on my poll and u get a freshly baked cake**


	9. Chapter 9

**hey ****y'all, well i was probably gonna put this up later this week but i made a promise to someone that id put it up today. so here you go. **

**chap dedicated to elfprincess8, the one who has been with me since b4 i put this fic up. love ya elf and i hope you enjoyed ur cake. **

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"Where's Ben?" Jane asked as she watched Gwen's red furred slit chew on the vibrator she slid in and out of her friend's drooling pussy. She shifted her body slightly so her swollen belly wasn't on top of Gwen's as the other girl slid another dildo in and out of her wet cunt at the same time.

"I don't know," Gwen said with a sigh of pleasure as her stretched belly rippled against Jane's swollen belly. "I saw him at lunch and he seemed real nervous about something, but it's not like he'd miss one of our fuck sessions - especially today since it's the last day before Thanksgiving break."

"You've got that right," Jane said with a quick chuckle that ended in a gasp as her pussy clenched around the vibrator in her fuck tunnel so she could feel every curve and bulge of the fake prick as the mini orgasm shot through her spine. "After today it'll be a week before he can fuck either of us - he'd better be here, I don't think I can face a week without his cum coating my pussy."

"Me either," Gwen said with a shudder as her back arched with a mini orgasm of its own. "At least I'll see him on Thursday, if we time things right we'll probably be able to sneak off somewhere for a quick fuck. Maybe Grandpa Max will be able to sneak off with us - I haven't had two real cocks in me since this summer."

"Yes you have," Jane said as she caught her breath and then started sliding the plastic vibrator in and out of her friend's cunt with renewed vigor as Gwen did the same to her. "Every time Ben turns into Ditto we get fucked by two or more cocks at once."

"It's just not the same," Gwen said in frustration as she twisted the dildo in Jane's slit with every thrust. "You'll know what I mean when you have two different cocks in you at the same time."

"Like that will ever happen to me," Jane said with a snort that turned into a groan of pleasure as Gwen twisted the dildo in her friend's cunt so that it rubbed across her clit as it slid into her pussy.

"It could happen," Gwen said with a sigh as Jane tried the same trick with the dildo she was sliding in and out of her red furred slit. "Are your parents still trying to get your grandmother to take you in for the rest of your pregnancy?"

"They are," Jane said with a sigh of exasperation instead of pleasure. "They've finally given up the idea of forcing me to get an abortion, but now their trying to find a way to hide me away until the babies are born. I have no idea what they plan to do after the babies are born, they probably think they can talk me into giving them up for adoption - but I can tell you now there's no way they're ever going to talk me into giving up my babies."

"Good for you," Gwen told her friend.

"But what does that have to do with when or how soon I'll have two cocks in me at the same time?" Jane asked.

"Well," Gwen said slowly, carefully thinking through every word before she spoke. "I didn't mention any names but I told my parents about a friend who was pregnant and how her parents were so hard on her about it. Mom and dad didn't think I was looking but I noticed the way they exchanged this look and then they asked if my friend might want to stay with us."

"I think I might like that," Jane said thoughtfully. "How soon do you think it would happen if my parents agreed?"

"Thanksgiving is too early," Gwen said as she stuck the vibrator all the way in Jane's slit and then stuck her tongue out tickle the brunette's erect clit before she continued. "We could probably do it by Christmas."

"That sounds good," Jane said as her body quivered with the approach of another orgasm. She could feel Gwen's body quivering with her own approaching orgasm. "And you think I'll have a chance to get two cock's in me while I'm staying at your place?"

"I can't guarantee it," Gwen said as her breath started coming in gasps, "but Ben and Grandpa Max will both be visiting during Christmas. If you want I'm sure we can talk them into fucking you at the same time."

"I think I'd like that too," Jane said as her hips met every thrust of the dildo in Gwen's hand as she felt her new orgasm spreading from her cunt to roll over her swollen belly and through the rest of her body.

"Good," Gwen said as her own body shuddered through an orgasm when she felt Jane's body arch against hers. "I'll talk to my parents tonight, you have no idea how good they are at talking other people into doing things there way. If I know my parents you'll be living in my room by the time we get back to school."

"That would be great," Jane said with a groan as her body shivered after her newest orgasm. In spite of the fact that she and Gwen had just had their second orgasms of the afternoon she continued to slide the dildo in and out of her red-haired friend with just as much enthusiasm as her friend put into the vibrator she was sliding in and out of her pussy.

Both girls turned to look at the door when they heard it open and both of them gasped in surprise when they saw a strange girl walking into their private fuck room. Without even thinking about it Gwen uttered a spell and a wind caught up their clothes and sent them through the air to drop on the mattress where they could grab them and pull them across their naked bodies. But even as she draped her clothes over her exposed tits and pussy Gwen realized that the girl standing in the doorway with her mouth agape had already seen more than enough.

"It's true," the girl said as she looked from Gwen to Jane and then back again, her fine black hair forming a wavering aura behind her brown skin and beautiful features.

"Hi Gwen, Hi Jane," Ben said as he ducked under the girls arm and squeezed his way through the door.

"Benjamin Tennyson," Gwen said angrily as she tossed her clothes aside and got to her feet to face her brown haired cousin. "What is going on here?"

"That's what I want to know," Jane said as she got to her feet next to Gwen.

"Sorry about this," Ben said in obvious embarrassment as he scratched the back of his neck. "This is Keesha Summers, my Biology lab partner."

"You're taking Biology?" Gwen asked.

"Yeah," Keesha said defensively. "I'm not really that big on math and science so I put it off until now. That's why Ben and I ended up as lab partners because most of the students are in seventh grade and knew each other well enough to choose their lab partners ahead of time. Ben and I were the odd ones out so we ended up together."

"That explains why you're taking Biology, Keesha, but I was wondering about Ben," Gwen explained.

"Funny story," Ben said, "back at the beginning of the semester I couldn't decide what classes I wanted to take so I opened the course book, closed my eyes, and signed up for the class my finger hit."

"That sounds like you, Ben," Jane said with a quick laugh, "but now I want to know why you brought your lab partner here to our little hidey-hole."

"That was kinda my idea," Keesha said sheepishly. "You see, all semester Ben's been drifting through the class work - just barely getting by. But that changed a couple weeks ago when we got to the human reproductive system. Suddenly he was doing all the homework and getting perfect marks on everything. When I asked him how he knew so much about human reproduction he did his best to avoid the question but I kept pushing until earlier today he said he'd tell me, but only if I agreed to let him fuck me - and do it without protection."

"Ben you didn't," Gwen said, trying to decide if she should glare at her cousin or laugh.

"I never thought she'd agree," Ben said with a shrug. "And once she did I couldn't back out on the deal. So I told her about the two of you and about the room."

"And I didn't believe him," Keesha said, "so I told him I wouldn't let him fuck me until he proved everything by bringing me here so I could see for myself."

"Really?" Jane asked as she looked the older girl over thoughtfully.

"What do you mean?" Keesha asked nervously.

"If you thought Ben was lying," Jane said with a mischievous smile, "then why did you take your bra off before you came here."

"You're right Jane," Gwen said as she stepped back to look the new girl over, "I can see her nipples through her blouse and I couldn't do that if she was wearing a bra. Not only that I don't see any panty lines under her pants. Can you?"

"Not a one," Jane said with a chuckle, "in fact I can see her slit through her pants."

"You're right," Ben said as he slipped behind Keesha and slid one hand under the girl's blouse to fondle her bare tit while the other hand slipped into the front of her pants to rub along her wet cunt. Gwen and Jane noticed that in spite of her surprise Keesha didn't even try to get away from Ben's invading hands - in fact she let out a sigh of pleasure as he pinched her dark nipples into full erection as he slipped a finger into her drooling slit.

"I bet you had this planed all along," Gwen said as she grabbed Keesha's shirt and pulled it up over her head so they could all see her naked tits as Ben played with her nipples.

"What do you mean?"Keesha asked with a nervous laugh.

"Don't play innocent with me Keesha," Gwen said as she reached out to play with the older girl's other tit. "You came her planing to fuck Ben if he was telling the truth or not."

"I think you're right Gwen," Jane said as she shoved Keesha's pants down to expose the girl's dripping slit. "Either you knew Ben was telling the truth, or you were planing to fuck him even if he was lying about us."

"Is that true Keesha?" Ben asked as he wiggled a finger in Keesha's tight virgin cunt.

"Yes," Keesha said with a sigh of pleasure as she stepped out of the pants bunched around her ankles. "I'm sick and tired of being a virgin, and Ben's the only boy I know who even talks about fucking me. I figured that it was worth taking a chance with him, I decided it was worth taking a chance, and if Ben started to chicken out I'd just take off my shirt and pants to show him how serious I was about fucking him."

"Keesha," Ben said as he guided the dark skinned girl to the mattress without taking his left hand off her tit or his right hand away from her moist trembling twat. "All you had to do was tell me how much you wanted to fuck and I'd be more than happy to pop your cherry. Especially if you're actually willing to let me knock you up."

"I think I can deal with that," Keesha said with a smile as she let her hand wander down to trace the bulge of Gwen's swollen belly. "Did Ben knock both of you up at the same time?"

"Not even close," Jane said as Keesha let her other hand wander over to her bulging stomach. "Ben knocked Gwen up back at the beginning of the summer when they were traveling around the country with their grandfather. Ben didn't knock me up until the first week of the semester. The reason I'm so big is because I'm carrying twins."

"So Ben knocked Gwen up first and she's carrying one baby," Keesha said slowly as the other three helped her to lay back on the waiting mattress, "and he knocked you up second and you're carrying two babies. Since I'm the third girl he's going to fuck and knock up do you think I'll end up with three babies?"

"It doesn't work that way Keesha," Gwen pointed out with a soft chuckle as she continued to play with the black girl's tits.

"I know that," Keesha said with a nervous laugh as Jane moved to the other side to play with her other tit as Ben slid between her legs so he could reach her pink juicy slit with his mouth. "I was just trying to break the ice with my little joke."

"I don't know what would be funnier," Jane said, "if your little joke actually happened, or if it didn't happen."

"Now you've got me nervous," Keesha said with a nervous chuckle as Ben ate her cunt and the two girls sucked on her tits. "But the three of you are making me feel so good I don't care."

Ben grinned and forced Keesha's thighs wider as he licked at the juices drooling out of girl's hairy black pussy. He shifted the tip of his tongue from the older girl's slit to her erect clit and teased the nubbin until she started to squirm with the pressure of her approaching orgasm.

"Oh God," Keesha screamed as the pleasure from her tits and her slit joined together and sent an orgasm smashing through her body with enough force to make her gasp as her body jumped up from the mattress.

"I think she liked that," Gwen told Jane as she gave her friend a smile and a wink before she went back to sucking on Keesha's nipple.

"I sure did," Keesha gasped, catching her breath even as her body started building toward a new orgasm.

"Ready to have that cherry popped, Keesha?" Ben asked as he got to his knees and wriggled his way between her thighs until he could rest his six inch cock on the milk chocolate skin of her belly.

"Fuck yes," Keesha said with a broad grin as she tried to look past where Gwen and Jane were sucking on her tits. She'd always been proud of the size of her breasts until she'd stepped into the room and realized that Jane's tits were even larger than hers. At least she was still bigger than Gwen, but she wondered how long before the younger girl's tits enlarged with her pregnancy and filled with milk.

"If you're sure you're ready," Ben said as he took hold of his cock and backed away from the older girl until he could place the tip of his prick against her drooling slit. "This will hurt for a minute or so," he warned her, "but after that . . ."

"After that you won't be able to get enough of Ben's cock," Gwen said, taking her mouth off Keesha's tit just long enough to speak before she sucked the dark chocolate nipple.

"I'll believe that when it happens," Keesha muttered as Ben slid the head of his cock up and down her pussy lips until her clit was quivering with pleasure.

When Ben saw Keesha's stomach start to jump he changed the angle of his prick and aimed it straight for the girl's slit. With a quick thrust Ben managed to slip the head of his cock into Keesha's tight fuck hole before the she realized what he was doing.

"Ouch," Keesha managed to say between her gasps of pleasure as Gwen and Jane continued to suck her nipples enthusiastically. "Was that it? Is my cherry gone now?"

"Not yet," Ben grunted between clenched teeth as Keesha's sucking cunt tried to milk the baby juice out of his balls before he even managed to get his cock all the way in her belly. "You'll know when it happens."

Ben let the head of his cock rest in Keesha's cunt for a few seconds and enjoyed the feel of her slit as it pulsed around his prick. He looked past where Gwen and Jane were playing with the older girl's dark breasts and watched as her features contorted with pleasure. He was sure it wouldn't be much longer before Keesha had another orgasm and he watched her face to see when it started so he could pop her cherry just as her body went over the edge. He eased his cock further into Keesha's slit until the head of his cock came up against her hymen. He saw her head jerk slightly when he reached the barrier protecting her virginity and pulled back a little in preparation.

Keesha's head jerked back and her body arched up from the mattress as she screamed in pleasure. "Say goodbye to your virginity Keesha," Ben said through gritted teeth as he slammed his hips forward with enough force to break through the older girl's cherry and on into her fuck tunnel until he cock was buried deep in her pussy and he felt his balls bounced off her tight ass.

"Oh my God," Keesha screamed as Ben smashed through her hymen. Ben watched the mixture of pain and pleasure that crossed her face. This, Ben realized, was what he loved more than anything else about fucking, the look that crossed a girl's face only once in her life, when she lost her virginity. The only pleasure that came close for Ben was when he knew he was impregnating a girl. Ben hadn't mentioned it to anyone but Keesha wasn't the only girl who'd indicated a desire to loose her virginity. The main reason he'd chosen Keesha to be first was because there was something he sensed in her that told him this was the right time to fuck her. He'd noticed the same feeling when he knocked up Gwen but at the time he didn't know what it meant. When he'd popped Jane's cherry he'd noticed the same feeling of pleasure at the back of his mind and began to suspect there was something to it. And now he felt the same sense of pleasure again and he was sure it meant that he was about to knock Keesha up as well. Maybe the other two girls he was interested in would be ready by the time they got back from Thanksgiving break.

Ben watched as the look of pain faded from Keesha's face and gave her an encouraging smile, "Ready to fuck for real?" he asked.

Keesha swallowed and gave Ben a quick nod, "Do it Ben, fuck me. Fuck me now."

"Oh yeah," Ben groaned as he slid his cock almost all the way out of Keeshas grasping cunt and then back in until he felt the girl's cervix tickling the tip of his prick. He saw the look of pleasure return to Keesha's beautiful dark features as he slid in and out of her drooling pussy and he glanced down to look at the pink mixture of pussy juice and virgin's blood that coated his shaft. As Keesha gurgled in pleasure Ben picked up the pace and shifted his hands from the girl's hips to her belly and he smiled at the thought that his baby would soon be growing in that flat stomach.

"Fuck me Ben," Keesha groaned in pleasure as she lifted her hips off the mattress to meet every thrust as he drove his cock deep into her willing body. "I want you to cum inside me Ben," the girl moaned as her body started quivering with the sexual energy that was building up from everything that was being done to her body, "I want to feel your baby growing inside me. Fuck me Ben, fuck me."

"I am, I will, and you will," Ben said through gritted teeth, determined to give Keesha one more orgasm before he filled her womb with his potent sperm. He could already feel Keesha's Belly cramping under his hands as the sexual energy pulsed through her body and he knew it wouldn't be much longer before her fuck tunnel clamped tight around his invading prick and pushed him over the edge along with her.

"Oh God," Keesha screamed as her body went rigid and her pussy clamped down so hard on Ben's cock that he couldn't move it, "I love fucking."

"So do I Keesha," Ben screamed as his balls clenched tight to shoot wad after wad of cum deep into the girl's belly. "Here you are Keesha, take my cum, take all my cum so our baby can grow in your belly."

Ben saw Keesha's eyes roll back in her sockets until all he could see were the whites. For a second Ben thought they'd pushed Keesha too far too fast but then she uttered a sigh of pleasure and Ben watched her eyes roll back into place and saw her grin at him. "I think you can pull out of me now Ben," she pointed out.

"Right," Ben said with a crooked grin as he pulled his wilted prick out of Keesha's slimy pussy and rolled over to plop back on the mattress with a groan.

Without a word Gwen shifted her attention from Keesha's jiggling tit to her messy crotch. As the red-head shoved her face into the older girl's hairy pussy Jane abandoned her other tit to crawl over to Ben's crotch where she stared licking his soft cock clean.

"So Ben," Keesha said with a sigh, "how long before we can fuck again?"

"It'll be a while," Ben moaned as Jane's mouth started bringing life back to his prick. "I may be ready to fuck again in a few minutes, but it wouldn't be fair for me to fuck you again without giving them a turn."

"I guess you're right," Keesha said with obvious disappointment. "By the way Gwen, how did you make your clothes fly through the air like that when I first entered the room? If I didn't know better I'd say it was magic."

Gwen took her face out of Keesha's juicy crotch and looked up at the knowing smile on the older girl's face and realized that she'd already put things together. "You're lucky girl aren't you?" she asked.

"What if I am?" Gwen asked with a weak grin as she licked the mixture of Keesha's pussy juice and Ben's cum from her lips.

"Then that would mean that Ben is all those alien heroes I've been seeing in the news," Keesha said with another smile as she stretched and put her hands behind her head.

"What if I am?" Ben asked with a nervous laugh.

"Then I'd like to see you change into one of your heroes," Keesha said.

"She already knows about us, Ben," Gwen said with a sigh. "I don't think it will hurt to give her a demonstration."

"I have to agree with Gwen on this one Ben," Jane said as she pulled her mouth off his cock and licked her lips clean.

"I guess you're right," Ben sighed as he started dialing through the alien silhouettes on the green face of the omnitrix until he reached Four Arms and slapped his hand down on the plunger. He felt the energy of the omnitrix rushing through his body and he felt his body shift into it's alien form.

"Stupid watch," Ben said when he realized the omnitrix had changed him into Grey Matter instead of Four Arms.

"What happened?" Keesha asked as she looked down at the grey skinned alien.

"Sometimes the omnitrix has a mind of its own," Ben said as he got to his feet and paced around on the mattress. "Instead of changing me into the alien I want it changes me into a different one. And this is one of those times. Oh well, may as well put my big brain to work. Hand me one of those dildos you guys were using earlier Gwen."

"What are you going to do with that?"Keesha said as Gwen handed Grey Matter one of the vibrators.

"I'm going to modify it," Ben said as he started taking the dildo apart with his nimble fingers.

"You're going to love what he does with it," Gwen told her new friend. "Not only is it almost as good as fucking a real cock, the battery never runs out."

"Sounds like it could be fun," Keesha said with wistful smile. "I wish I could have one."

"I think this one is for you," Gwen said. "Jane and I already have one so I'd have to say this one is for you."

"That's right," Ben said as he finished reassembling the vibrator and held it up for Keesha's inspection. "As a safety precaution the vibrator shuts down for ten minutes after it senses an orgasm. That way you don't lose yourself in the pleasure of one orgasm after another and lose touch with reality. Even with the safety precautions you have to be careful because too much pleasure can become addictive."

"I'll be careful," Keesha said with an appreciative smile as she accepted Ben's gift.

"Good," Ben said as the omnitrix started beeping down the end of his alien transformation. "Now, whose turn is it to get fucked?"

* * *

**hope you enjoyed it, and for those who did vote on my poll, here is ur cakes **

***wheels in cart full of cakes* there is one of every flavor u can think of. enjoy **

**R & R, see ya next time. **


	10. Chapter 10

**sorry for the late update guys. i've been busy cramming for a test that i had today. now that its over, you get your chap. for those who wanted others in this to, here you go, two more have been added. **

* * *

"But mom," Ben whined as he faced his brown haired mother in the kitchen.

"Don't you 'but' me Benjamin Tennyson," Ben's mother said in a tone that meant business. "Your father and I are going to his company Christmas party tonight and you're just too young to be left home alone. Normally we'd get you a baby sitter but it's too late to get one now so you'll just have to go to your aunt and uncle's house for the night."

"Yes ma'am," Ben said as he turned his eyes toward the floor so his mother wouldn't see the gleam in his eyes as he thought about seeing Gwen.

"Now your aunt and uncle are going to be gone for their own party tonight," Ben's mother continued when Ben didn't say anything more, "but your Grandpa Max will be there so make sure you do everything he tells you, is that clear?"

"Yes ma'am," Ben said as he hid his smile at the thought of seeing Grandpa Max for the first time since Thanksgiving.

"And one more thing," Ben's mother added, "Gwen's friend Jane just moved in because her parents didn't want her staying in their house because of her pregnancy. Now I don't want you teasing Gwen or Jane because of their pregnancies, do I make myself clear."

"Mom I'm not going to tease either of them because of their pregnancies," Ben promised. "I like Jane, and Gwen isn't nearly the geek she was before she got knocked up. I promise I won't tease them, ok?"

"Very well," Ben's mother said as she eyed her eleven year old son suspiciously. "But I expect you to keep that promise."

"I will," Ben said as he got his features under control and looked his mother in the eye as he spoke.

"Ok," Ben's mother said in satisfaction, "now you better head over there right now so you can be there before your aunt and uncle leave for their party."

"But mom, that's what I've was trying to tell you," Ben said. "I need to stop and Keesha's house on the way. She called in sick today and our Biology teacher asked me to drop off her final exam. Since it's on the way I thought I'd drop it off on the way."

"Very well," Ben's mother said with a nod after a seconds thought. "But don't take any longer than you need to to drop off the exam, is that clear."

"Yes mother," Ben said as he grabbed his jacket from the chair he'd thrown it on when he got home a few minutes earlier. "I'll get there as fast as I can."

Ben was out the door and headed down the street before his mother had a chance to say anything else. As soon as he reached the street Ben turned north and headed for Keesha's house, he'd never actually been there but Keesha had told him where she lived and he had a good idea of where to go and her address when he got close enough. A few minutes later Ben found himself licking his lips as the approached the door of the beige house with brown trim that had the street address Keesha had given him.

After ringing the bell Ben waited nervously until he the door opened a couple inches and he saw an eye looking at him through the crack. "Yes?" a voice called through the opening.

"Hi," Ben said to the female voice on the other side of the door, "I'm Keesha's lab partner Ben Tennyson. Since Keesha was out sick today I offered to drop off her final exam."

"So you're Ben," the tall black woman said a few seconds later as she opened the front door wide enough to let Ben enter the house. "Keesha told me about you, but I guess she didn't tell me everything. She had a touch of stomach flu this morning so I made her stay home. I figured nothing important would be happening at school today so it wouldn't hurt to keep her out for today. If you want you can run up to her room and see her for a minute, but only for a minute."

"Thanks," Ben said as he headed to the stairs Keesha's mother pointed out, "I only have a minute because I have to get to my aunt and uncle's place before they leave for their company party."

As Ben rushed up the stairs he took a quick glance back to see what Keesha's mother was doing as he headed for her room. Ben reached the open door leading to Keesha's bedroom and knocked on the doorframe before he entered. "Ben," Keesha said with a broad smile when she saw him walk through her door.

Keesha craned her neck to look past Ben and he gave her a smile of his own as he said, "Don't worry, I saw your mom head for the kitchen after she told me where to find your room."

"Good," Keesha said as she fell back into the pillows supporting her head. "Did she tell you I had a touch of stomach flu this morning?"

"Yes she did," Ben said, "but from the way you're acting I suspect that she hasn't guessed the truth yet."

"You're right," Keesha said with a giggle, "mom walked into the bathroom when I was throwing up in the toilet bowl, but I was able to hide this before she noticed it." Ben glanced at the stick from the pregnancy test and gave the black haired girl a quick smile when he saw the plus sign in the small window. "And before you ask it took the full time for the response to show up so I don't think I'll find myself in Jane's situation. Just a single baby growing in my belly."

"In that case I guess I have even more good news for you, " Ben said as he handed over her Biology exam.

"A B+?" Keesha said in shock as she looked at the mark on the first page, "how did you do?"

"I got an A-, " Ben said with an embarrassed grin, "that gave me a B- for the semester and it gave you a straight B."

"How did you end up with a higher grade than I did on the final exam?" Keesha asked with a shake of her head. "You struggled through the whole semester."

"Right up until the end," Ben said with a nod, "but once I got interested in the subject I threw everything I had into improving my grade during the last marking period. Now I can't wait to learn more - especially about genetics."

"Good," Keesha said, "I guess that means we can be lab partners next semester too then?"

"You've got that right," Ben said. "Sorry to trade good news and run but I have to get to Gwen's, our Grandpa Max is babysitting us while our parents attend their company Christmas parties. Since Jane's staying at the house now it could be a very interesting night."

"I wish I could join you," Keesha sighed, "but even if mom didn't think I was sick she'd never let me go. You go ahead and enjoy your little party, and feel free to let Jane and Gwen know the good news."

"I will," Ben said as he turned to leave.

"And Ben," she called before the younger boy had a chance to leave, "how are Angie, Sue, and Tracy doing?"

"How did you know about them?" Ben asked in surprise as he turned back to look at the smiling Keesha.

"Sue's an old friend of mine," Keesha explained, "and you didn't exactly hide things between the three of them. So, how are they doing?"

"Tracy's a week late and Sue's a day late," Ben said with a frown, "but it's too early to be sure if they're pregnant. I only popped Angie's cherry last week but it was her most fertile time so I think there's a good chance that she caught too, but it's just too early to know."

"It may be early," Keesha said with a smile, "but I think congratulations will be in order where you and those three girls are concerned. Don't worry, I won't tell anyone about your three new conquests, but try to keep your libido under control, ok?"

"I'll try," Ben said as he thought about the two girls he was planing to fuck after Christmas break. "Say Keesha, what are your parents going to say when they find out you're pregnant?"

"Well, there's only my mom," Keesha said as she chewed her bottom lip thoughtfully, "and I don't think she's going to give me too much trouble when she finds out about the baby, or didn't you notice that she's only 26? By the time the baby is born I'll be a year older than mom was when I was born so she can't have that much to say about it."

"I'm glad to hear that," Ben said with a relieved sigh. "And now I really need to get moving - in fact I think I better change into XLR8 if I'm going to get to Gwen's before I'm really late."

"Ok, see you at the usual place and time in two weeks?"

"You bet," Ben said with a broad grin, "I can't wait."

As Ben said goodbye to Keesha's mother at the door he took a closer look at her and realized that she really was in her mid-twenties, he also sensed that the woman was in the middle of her fertile cycle. Ben forced himself to ignore what his senses were telling him about Keesha's mother and thanked her as she closed the door behind him. As he walked down the street toward his aunt and uncles house Ben looked around to make sure the street was empty before he raised the Omnitrix and dialed up XLR8's outline before he hit the plunger. Seconds later Ben was speeding along in his lizard like form, his green and black afterimage fading behind him even as he came to a stop just outside Gwen's home. Since the Omnitrix hadn't timed out yet Ben took a few laps around the block until he saw his watch flashing red and came to a stop at the end of sidewalk just as it timed out.

"I'll get it," Gwen called as she trotted to the front door.

"Gwen," her mother called as poked her head around the corner, "you're still in your robe. Don't answer the door to a stranger dressed like that."

"It's just Ben," Gwen said as she peered through the spyhole in the door. "He's seen me in a lot less than my robe."

"What?" Gwen's mother said, her mouth gaping in surprise.

"Mother," Gwen said unlocked the door. "We did go swimming during the summer you know."

"That's true," Gwen's mother said with a relieved sigh as she returned to the other room. "Just as long as he doesn't see you in anything less than you bathing suit."

The last sentence was said soft enough that Gwen was able to ignore it as she opened the door to Ben's smiling face. "Hi Ben," Gwen said as she took a quick glance around to make sure no one else could see them. Once she was sure Gwen opened the front of her robe so Ben could see what she was wearing under it as she continued, "mom and dad are just getting ready to leave."

"Gwen," Ben hissed as he looked at the familiar blue on blue t-shirt the redhead was wearing, "is that?"

"The same shirt I was wearing when you popped my cherry and knocked me up," Gwen confirmed with a quick nod as she rubbed her swollen belly where the too small shirt left it bare. "I thought you'd like seeing it again - and it looks like I was right."

As Ben struggled to get his erection under control Gwen wrapped her robe back around her body and tied the belt around her pregnant belly. "The four of us are going to have so much fun after my parents leave," Gwen whispered to her cousin as she led him into the room where her parents were getting ready to leave.

"Thanks for letting me stay here while you're off to your party Uncle Jim, Aunt Karen," Ben said politely as he held his aunt's jacket so she could slide her arms into the sleeves.

"Well it was the least we could do since we already borrowed your Grandpa Max to babysit Gwen and Jane," Uncle Jim said as he pulled his keys from his pocket and swirled them around on his finger. "Speaking of your grandfather, he should be here any minute. We expect the three of you to be on your best behavior both before and after he arrives, is that clear?"

"Yes sir," Ben, Gwen, and Jane responded quickly, doing their best to hide the smiles that threatened to cross their faces.

"Your grandfather is picking up dinner on his way here so you should have plenty to eat," Aunt Karen said as she fastened her coat.

"Oh no," Ben and Gwen groaned together.

"Don't worry," Karen said with a short laugh, "he's just grabbing a couple pizzas, we don't expect you to eat any of the health food he enjoys so much."

"Thanks mom," Gwen said with a relieved sigh.

"Yeah, thanks Mrs. Tennyson," Jane said with a sigh of her own as she patted the swollen belly under her oversize shirt. "I wasn't looking forward to experimenting with a grub casserole or anything like that. Ben and Gwen told me about some of the meals they had with their grandfather during their road trip."

"Well you don't have to worry about that tonight," Uncle Jim said. "It's just two large pizzas with everything and a side order of bread sticks. We'll see you when we get back, but don't expect us until late. Ben, are you staying for the night or are your parents going to pick you up after their party?"

"That hasn't been decided yet," Ben said as he swung his backpack off his shoulder, but just in case I brought something to wear to bed, and a change of clothes for the morning."

"Good enough," Uncle Jim said as he flipped his keys up one more time and snatched them out of the air. "We'll see you later then."

Ben let out a sigh as the door closed and locked behind Gwen's parents and turned to give the two girls a broad smile. "I was beginning to think those two would never leave. So, what are our plans for the night?"

"First we wait for Grandpa Max to get here with dinner," Gwen said as if she were reciting a schedule to a child, "then we have dinner, then we fuck like bunnies."

"Do we have to wait for grandpa?" Ben grumbled, "I'm ready to fuck now - especially after getting the news from Keesha."

"You saw Keesha?" Jane asked excitedly. "I knew she was sick today and that's why she didn't show up for our fuck sessions, but how is she?"

"Pregnant," Ben said with a self-satisfied grin. "Her mother walked in on her while she was having a bout of morning sickness and assumed she had the stomach flu, but she managed to hide the pregnancy test and showed me the result when I stopped on the way here. But I'm ready to fuck, and it looks like Gwen is with that old shirt she has on under her robe."

"Ben, it wouldn't be fair to start before Grandpa Max gets here," Gwen pointed out. "Besides, my pregnant pussy may be hungry for your cock, but stomach is even hungrier for that pizza grandpa's bringing."

"I have to agree with Gwen," Jane said with a shake of her brown hair when Ben turned to her for support. "I'm hungry, and I think I should have a chance to know your grandpa a little better before I end up fucking him."

"Ok," Ben groaned, "I know when I'm outnumbered. But I expect the two of you to fuck like crazy after we finish eating."

"I don't think that will be a problem, Ben," Gwen said with a broad grin.

All three of them turned when they heard the front door open and Gwen tugged at the belt of her robe to make sure it was tight around her engorged belly as Grandpa Max opened the door and stepped into the living room with two large pizza boxes balanced in his free hand as he shut the door behind himself. "Who's ready for dinner," he called as he looked at the three faces turned up to look at his Hawaiian shirt behind the pizzas.

"I am," Gwen said as she jumped forward to take the top box from her grandfather. "Why don't we take the pizzas to the kitchen and eat there? No reason to be formal and eat in the dining room, besides, too many people can see us through the dining room windows."

"That's true," Grandpa Max said as he and the others followed the red-head into the kitchen. "And it sounds like you have an idea for something that we might want a little privacy for."

"Just a little idea," Gwen said with a grin as she set the pizza box down on the table and went to the cupboard for some paper plates and towels. "In case you haven't guised already grandpa, this is our friend Jane. Ben knocked her up with twins our second day in school and now that she's showing her parents don't want her staying in their house so she's staying here with me now."

"And whose idea was that?" Grandpa Max asked as he gave Jane an appreciative look from her bare feet to her already swelling tits before he forced his eyes a little higher to look at the girl's face. "Was it yours or your parents?"

"I suggested it," Gwen said with a grin, "but once I told mom and dad what Jane's parents were doing I didn't have to work on them too hard before they made the offer to take her in until her babies were born. Of course they don't know that Ben is the father - or how we've been spending our evenings since she moved in."

"I see," Max said as he ran his hand across his short grey hair, "and just what have you been doing in the privacy of your room?"

"Let's just say," Jane said with a grin, "that I never knew how good it felt for two pussies to rub together. On top of that we would have spent a fortune replacing batteries in our dildos if Ben hadn't improved them with eternal batteries."

"I wish I could have been there," Grandpa Max sighed.

"Well you will be tonight," Gwen pointed out with a broad grin, "you and Ben both. And to start things out I thought we'd get to know each other a bit better by eating dinner in the nude. What do you think of that idea?"

"I think it sounds great," Max said as he watched Gwen remove her robe and toss it off to the side. Even as Gwen reached for the tight fitting blue on blue t-shirt with the cat face cartoon he reached for the buttons of his Hawaiian shirt and tossed it on top of Gwen's discarded robe and Ben and Jane weren't too far behind them.

As the four naked diners watched each other Ben realized that while his eyes continued to drift toward Gwen and her swollen belly and tits, his grandfather's gaze stayed on Jane's even larger tits as they ate. "So, Jane," Grandpa Max said as he grabbed his third slice of pizza from the box, leaning forward to get a good look at the girl's tits and swollen belly before he sat back in his seat. "Did Ben really put two babies in that belly of yours?"

"He sure did," Jane said with a wide grin as she pushed her brown hair back from her face and set her shoulders back so Max could get an even better look at her breasts. "But now that I've met you I almost wish that I'd waited."

"Really?" Max asked as he puffed his chest out proudly.

"Almost," Jane said with a wink as Ben and Gwen snickered. "Now that I've met you I realize that you have a larger cock than Ben and I realize how much I want to feel it inside me, but I was just too horny to wait for you. And once Ben slid into my pussy and filled it with his cum that was all my body needed to start swelling up. I'm happy to have Ben's babies growing in my belly, but I do look forward to the feel of your cock slamming in and out of my hot cunt."

"Such a hot dirty mouth on such a young girl," Grandpa Max chuckled, "it makes me so hot I want to slide my prick into your slit right now."

"Gwen told me you liked it when she talked dirty," Jane said with a grin, "and that's just the response I was hoping for. And who says we have to wait? My stomach's had enough food for now, and now it's hungry for something else."

"Maybe we should move somewhere where we'll be more comfortable," Max said as he slid his chair back from the table and reached a hand out to help Jane get up from her own chair. "Why don't we move into the den?"

"We haven't fucked in there yet," Ben said with a smile as he helped his red-haired cousin to get up from her chair and the pair of them followed Max and Jane into the other room. "Do you two want the couch? Or would you prefer the floor?"

"What do you think Jane?" Grandpa Max asked the pregnant brown haired girl as the four of them walked into the den.

"If we fuck on the couch," Jane said thoughtfully, "then we'll have a clear view of Ben and Gwen while their fucking, I think I'd like that."

"So would I," Max said with a chuckle as he guided the pregnant eleven year old to the couch. Jane stretched out on her belly and raised her ass toward the ceiling as Grandpa Max sat down behind her and lowered his mouth to her juicy pussy and started teasing her slit and clit with his lips and tongue.

As Max continued to eat Jane's dripping cunt Ben stretched his back out on the rug and helped Gwen as his red headed cousin straddled his hips while she faced the couch so Jane and her grandfather could clearly see her tits, belly, and cunt as she rode Ben's prick. Gwen was so horny by now that Ben didn't even have to tease her pussy to get her juices running. Even as she lowered herself on her cousin's hard cock she could feel her erect clit rubbing along the shaft and sighed with pleasure as she watched her grandfather get up on his knees behind her best friend and fit the head of his cock against the other girl's pussy.

"Fuck her grandpa," Gwen gasped as she raised and lowered her pregnant body on Ben's cock.

"Fuck him Gwen," Jane moaned as she watched the red-head bounce up and down on her cousin's erect cock with enough force to make her swollen belly and tits jump with every stroke. She could feel Max's cock filling her pussy like it had never been filled before, even in his alien forms Ben was smaller than his grandfather - not by much, but enough to make a difference when the person fucking you knows how to use his prick. With every stroke Max shifted his prick so it rubbed against a different spot in the walls of her fuck tunnel and sent a new jolt of sexual energy racing up her spine. As her pussy lips started to quiver with her approaching orgasm she felt Max's finger stroke her erect clit to send one last bolt of sexual energy running across the babies growing in her swollen belly and up to her brain as her whole body went rigid and she screamed loud enough to fill the whole house with her pleasure.

"I'm cumming," Grandpa Max panted as Jane's pussy gripped his prick in a vise and milked the baby juice straight from his balls.

Ben watched as Grandpa Max's body jerked and shook from his orgasm and Jane collapsed under the older man to look at him and Gwen and smile as the two cousin's continued to fuck. "Was that hot or what?" Ben asked Gwen as the red head continued to ride his cock. He could feel her pussy quivering around his shaft and he reached around her body to run one hand across her pregnant belly as he reached up to squeeze her swollen tits.

"It's hotter than hot," Gwen gasped as she looked down at the tit Ben was squeezing. She thought she saw a drop of milk oozing from the nipple but her tits were bouncing so hard with every stroke she wasn't sure if it was actually there before it slid down her breast. With every stroke Gwen clamped her fuck hole around Ben's invading prick and she could feel it starting to jerk around in her belly as his swollen balls bounced off her clit.

"I'm cumming," Ben screamed as his balls squeezed the juice through his penis and deep into Gwen's body as he grabbed his cousin around the waist and pulled her tight against his crotch as he gave their baby a cum bath.

"I'm cumming too," Gwen shouted as she wrapped her arms around her quivering belly as she felt Ben shoot his load into her. Her whole body jerked and spasmed with every wad of baby juice her cousin shot into her body and once she was done she fell to her side with a groan as Ben's cock popped out of her vibrating slit.

"Don't tell me you're tired already," Grandpa Max said with a chuckle as Gwen lay on her side and tried to catch her breath after her orgasm. "The nights just starting and I for one want to get in as much fucking as possible."

"So do I," Gwen groaned, "but I still need time to recover after an orgasm like that - especially since I'm almost seven months pregnant."

"I don't know about that," came a feminine voice from the door, "when I was seven months pregnant I was so horny I thought I'd never get enough cock."

"Mom," Gwen screamed in horror as she raised her head from the floor so she could look at the four people standing in the doorway to the den.

"Don't worry honey," Gwen's mother said with a grin as she crossed the floor and knelt down by her daughter and nephew. "We've known the truth from the beginning. We knew all about you and Ben and your grandfather. We even knew about Jane and how Ben managed to knock her up with twins. We know about Keesha too."

"But how," Ben asked, watching his aunt in disbelief as she spoke, he didn't even realize that his own mother had entered the room until he felt her hand wrap around his cock. Even as he turned to look his mother leaned forward to run her tongue along the length of his slimy prick as it started to grow hard in her grasp.

"How else?" Gwen's father said as he and Ben's father crossed the room, he knelt down by his red-headed daughter and reached out to squeeze the girl's milk filled tit as he gave her a reassuring smile. "Your grandfather told us everything. About the Omnitrix, Gwen's magic, about how the two of you were fucking each other silly, and especially about Gwen's pregnancy."

"But," Ben stammered as his mother sucked the head of his cock into her mouth and down her throat.

"Ben, we're not angry with you," his father said as he knelt next to the couch and stroked her swollen belly with one hand as he reached down to tickle the girl's erect clit with the other one. "We were hoping something like this would eventually happen, we were even planing on it, but we thought it would be another two or three years before you and Gwen started fucking. The fact that you managed to knock her up this summer means our plans are a good two years ahead of schedule."

"Now I'm really confused," Ben said as his prick started to harden in his mother's warm sucking mouth.

"You're not the only one," Gwen groaned as her father sucked on her nipple to get the first drops of milk that oozed out of her tit.

"Maybe it's time to tell the kids everything," Grandpa Max said, running his hand through his short grey hair as he looked at all the naked bodies groaning and withing around him. "It may be a long story, but I think it's time Ben and Gwen knew the whole truth."

"Do you think they're ready for the truth dad?" Gwen's father asked as he licked his daughter's milk from his lips.

"Gwen is already carrying Ben's baby," Grandpa Max pointed out, "and Jane is carrying two in her belly so I consider her family enough to hear the truth too. I just wish Keesha could be here too."

"I guess you're right," Ben's father said, "but it still seems strange to let the secret out after eleven years."

"What are you talking about?" Jane asked as she looked from one adult to another. When Ben and Gwen's parents had first entered the room she wanted to run and hide before anyone noticed her but when Ben's father started playing with her pregnant body it felt so good that she'd managed to relax and enjoy it until now her curiosity was much stronger than her fear had ever been.

"It's like this," Gwen's father said with a sigh as he stroked his daughter's swollen belly. "The four of us were so close that we decided to do everything together - we even had a double wedding so we could get married on the same day. We all wanted children too - a lot of children - but after three years without a single pregnancy we began to think something was wrong. We finally decided it was time to have some tests run so we took advantage of our plumbers health benefits to get things checked out and found out that while your mothers were just fine - the two of us were sterile."

"You were plumbers?" Ben asked as he looked from father to his uncle and then down to where his mother and aunt were taking turns licking his trembling cock and balls.

"That's right," Ben's father said with a nod, "in fact the doctors thought that it was some of the strange alien energies we encountered as plumbers that made the two of us sterile."

"But," Gwen said as she tried to think past the cloud of pleasure that made her ache for a cock in her pussy, "if the two of you are sterile then what about Ben and me?"

"We're getting to that," Gwen's uncle said. "After we found out that your father and I were sterile we thought long and hard about what we were going to do since all of us still wanted children. It finally came down to either artificial insemination or choosing someone else to father our children, and we realized there was only one thing to do if we wanted our family line to continue."

"Is this leading to where I think it's leading?" Jane asked as she looked from Gwen to Ben and started thinking about how much they looked alike even for cousins.

"I think it is," Grandpa Max sighed before either of his sons could speak. "You see, that's where I came in. You see Ben and Gwen, your parents realized that the only way the family line could continue would be for me to father their children. Your parents knew that I was really wild in my youth and they figured it wouldn't be that hard to bring out the beast in me again if they could create the right conditions. But they also knew that your grandmother would never approve or understand so they had to wait for just the right time. Your grandmother was off to one of her quilting conventions when Gwen's parents invited me to dinner one night. I knew something was up because of the way the conversation was going during the meal, but I had no idea what was going to happen when Ben's parents showed up after dinner.

"I can't remember who it was who suggested playing poker that night but the next thing I knew things had devolved into strip poker and I was facing two nearly naked girls while my sons watched in anticipation. By the time my two daughter-in-laws were down to nothing but their panties I couldn't keep my eyes off their naked tits while my own cock twitched at the thought of fucking the two of them. Once they knew that I was willing to fuck your two mothers they told me everything, of course by that time I was so horny I would have agreed to anything for a chance to fuck those two hot girls - and knocking the two of them up was such a small price."

"Is that why Ben and I have the same birthday?" Gwen asked her father as he sucked on her nipple.

"While you were conceived on the same night," Gwen's mother said as Ben's mother took her turn sucking Ben's cock, "but it was pure luck that you were born on the same day."

"Wait," Ben said with a shiver as his mother ate his cock, "that means Gwen is my sister doesn't it?"

"Half sister," Grandpa Max confirmed, "same father different mothers. Your father and uncle are your half brothers for the same reason."

"This is getting weird," Jane groaned as Ben's father finger fucked her.

"If you think it's weird just think how I feel," Gwen sighed, "I thought it was bad enough when I was so hot for my cousin I couldn't stop fucking him - especially after he knocked me up - now I find out that Ben is actually my half-brother and I want Ben's cock even more than before."

"But if you wanted a lot of children," Ben said as he looked down at his mother and aunt, "than why did you stop with just Gwen and me?"

"Well we didn't plan to," his mother said, "but no matter how many times we fucked your grandfather after that first time he never managed to knock us up again - not that we ever complained about fucking him time after time."

"I always suspected there was a reason I never managed to knock your mothers up again after that first time," Grandpa Max said with a sheepish grin, "so when I took Gwen to see the doctor I had him run some tests on me as well. It turns out that it took longer on me, but the same alien energies that made your father's sterile affected me as well. And that's why you never even had a chance for any bothers or sisters - until now that is."

"What's changed?" Ben asked as he gave his grandfather a puzzled look, "did the doctor give you something to reverse the sterility?"

"Silly boy," Ben's aunt said as she gave him a wide grin, "haven't you figured it out yet?"

"Ben can be a little slow on this sort of thing," Gwen said as she gave her mother a knowing wink. "From what Uncle Greg said earlier it sounds like the five of you were planing to have the two of us fucking each other - probably to get us use to the idea of incest before you got Ben to knock you up with his own brothers and sisters. Am I right?"

"Yes you are," Gwen's mother said, proud of the way her daughter had put everything together so easily. "The idea was to put you and Ben together for the summer - isolated from other kids your age for the most part - so that when the two of you got horny you only had one person to turn to to satisfy your urge to fuck. We thought it would take two or three years before you were horny enough to start fucking, so imagine our surprise when your grandfather called to tell us that you were already fucking - and when he told us that you were pregnant with Ben's child we knew it wouldn't be long before he was ready to knock us up as well."

"But why did you wait this long?" Ben asked as he looked down at the top of his mother's head. He was already looking forward to stroking in and out of her wet pussy and he knew that his mother and aunt would both be knocked up after he fucked them tonight.

"We weren't sure if you were really ready yet," Gwen's mother said. "It wasn't until after I overheard Gwen and Jane talking about Keesha that we knew you were ready for the truth. What do you think Ben, are you ready to fuck your mother and aunt and knock them up?"

"Fuck yes," Ben said as he gave his mother and aunt a lust filled grin.

"What about you Gwen?" Ben's father asked as he pulled his fingers out of Jane's pussy and sucked them clean, "are you ready and willing to fuck your father and uncle even if they can't knock you up?"

"Ready, willing, and hungry for your cock," Gwen said as she licked her lips.

"Don't forget me," Jane said as she grabbed Ben's father by the wrist and gave him a hopeful smile, "I want to fuck the two of you too."

"I was hoping you'd say that," Ben's father said as he stroked Jane's drooling slit.

"You know," Grandpa Max said as he looked around the crowded den, "it's getting a little crowded in here, maybe we should split up before we end up fucking on top of each other."

"Good point," Gwen's father said as he stroked the red fur around his daughter's wet cunny. "Ben, why don't you go to the master bed room with your mother and aunt, and five of us will go to the girls room to fuck."

"Ok," Ben said as he pulled away from his mother and aunt and got to his feet before he helped them stand. And after that maybe we can all get together in the living room for a free for all."

"Sounds good to me," Grandpa Max said as he helped Gwen to her feet. "We'll see you in a few hours then?"

"Maybe we should make that in the morning," Ben's mother said before she followed Ben out of the den. "By the time we finish with Ben he'll need his sleep."

"And I think we will too," Gwen said as she gave her father a quick grin. "So we'll see you in the living room in the morning."

* * *

**well hope you guys loved it, just a few more chaps b4 its over, i think you'll like how i have it. i hope. any bye guys, see ya next week. and since next week is halloween, you guys get a special treat from me next week. **

**byes. R&R and vote on my poll and you get freshly baked cc cookies. **


	11. Chapter 11

**well, this is what you guys have been waiting for for a week already so i think its time to give it to you. enjoy. **

* * *

Gwen could hardly believe what was happening as she led her father into her room and over to her own bed as Jane led her uncle and grandfather to the other bed. It still seemed like a dream the way their parents had showed up in the middle of their orgy and then explained how she and Ben were really brother and sister instead of cousins and that Grandpa Max was their real father. And now, while Ben was taking their mothers into the master bedroom to fuck them and knock them up, here she and Jane were in her bedroom with her father, uncle, grandfather getting ready to fuck them in their own beds.

"So dad," Gwen asked as she sat down on the edge of her bed and pulled her naked father down next to her, "how long have you been dreaming of this day?"

"That's hard to say," Gwen's father said as he reached out to rub her swollen belly. "Ever since you were born I dreamed that the day would come when I'd be able to fuck you, but I never thought it would happen so soon. Or that I'd get so horny as I watched you walking around the house with your belly and tits swollen with Ben's growing baby. And now that you know the truth and I finally have the chance to fuck you I can't wait to get my cock in your pregnant little pussy."

"That sounds good," Gwen sighed as her father's hand moved down to her dripping pussy and his fingers brushed past her twitching clit until he slipped two of them into her slit. "I've always wanted something like this to happen, but even after I started fucking Ben and Grandpa Max I never thought I'd ever have the chance to fuck my own father."

"Well you have the chance now," Gwen's father said as he took his fingers from Gwen's cunt licked them clean with obvious pleasure. "And so do I. Now scoot back on the bed and lets fuck like bunnies."

"I like the way you think daddy," Gwen said with a grin as she scooted back on the bed until her pussy was level with the edge of the bed.

"Good," Gwen's father said as he knelt between the red-heads knees and brought his lips up to his daughter's drooling slit and started licking the combination of Ben's cum and Gwen's cunt juice.

"That feels so good, daddy," Gwen moaned as a shiver ran up her spine. "Eat my cunny daddy, lick it clean before you fuck me."

"You have such a juicy cunt Gwen," her father said as he took his mouth away from her cunt and used one hand to play with her erect clit while the other one stroked her swollen belly. "I can't wait to feel your tight little cunt wrapped around my cock. I just wish I could knock you up like Ben did."

"So do I daddy," Gwen sighed as she felt Ben's baby move around in her stomach, "I hope you don't mind if I let Ben knock me up again after this one since you can't do it for me."

"Honey, I don't care how many babies Ben puts in you belly, as long as I get to fuck you too." As he spoke Gwen's father got to his feet and spread his daughter's legs even further apart as he brought the tip of his cock up to the preteen's drooling slit and ran it up and down her pussy lips, teasing her clit at the top of every stroke.

"Oh God daddy," Gwen moaned, she could feel her father's shaft running up and down her cunt and her body shivered as the sexual energy started building up around her baby. "If you get me any hotter I'm going to cum before you get your cock inside me."

"Well we can't have that," Gwen's father said as he gave her a broad smile and aimed the head of his prick right for her open cunt lips. He stepped into the stroke and he and his daughter both moaned with pleasure as the head of his cock split her pussy open and slid into her pregnant belly. "I just wish I that could be my baby growing in your belly," Gwen's father sighed as he ran his hand lovingly over her swollen belly, "I never thought I'd feel jealous of Ben until I found out that he'd knocked you up. At least I had time to get use to the idea that you were carrying his baby before you got back from your road trip."

"You know daddy," Gwen said as her father's prick slid in and out of her wet hot cunt, "now that I know the family secret I wish this was your baby. But that's impossible, so I'm glad Ben knocked me up first."

"So am I sweetheart," Gwen's father said as he bent down to kiss the girl's milk filled tits as he continued to slide his prick in and out of his preteen daughter's slit, rotating his hips with every thrust so his brown pubic hair meshed with her red cunt fur. "When your mother was expecting you I use to help her by drinking the milk from her tits every morning and night. By the time you were born she was producing enough milk for both of us. Can I drink your milk too?"

"Sure dad," Gwen said with a groan of pleasure as her father sucked the milk from her breasts while he slammed his cock in and out of her pussy with enough force to make his balls bounce off her ass. "You can do anything you want as long as you leave enough milk for the baby and keep fucking me."

"Oh I'll keep fucking you alright," Gwen's father said as he came up for air, "and I hope you keep on having babies so I can keep drinking your milk."

"I don't think that's going to be a problem either," Gwen groaned as her father's hard thrusts pushed her closer and closer to her orgasm. "Ben and I were already planning on having another baby after this one, we were just trying to figure out how to keep you and his parents from figuring out who the father was, but I don't think that's going to be a problem anymore."

"No problem at all," Gwen's father said with a laugh, "in fact your mother and I were talking with Ben's parents about how hard it would be to talk the two of you into having more babies after this one. So you and Ben go ahead and have as many babies as you want."

"Just try and stop us," Gwen said with a laugh that ended in a scream of pleasure as her father pushed her over the edge and into her first orgasm.

With his daughter's cunt squeezing his cock so hard it couldn't move Gwen's father left it buried deep in her swollen belly and leaned forward until he could catch one of the girl's bobbing nipples between his lips and start sucking on it. As Gwen's body stopped twitching and shivering from her orgasm he managed to get a small stream of milk flowing from her milk filled tits and into his thirsty mouth. "Nothing like mother's milk fresh from the tit," he said as he took his mouth away from Gwen's nipple and gave his daughter a quick satisfied smile before he bent back down to catch her other nipple between his lips.

"Oh yeah," Gwen sighed as her father sucked the milk from her heavy breasts. "I never thought it would feel this good to have the milk sucked out of my tits. But don't forget to keep fucking me while you do it."

"I won't," Gwen's father promised as he took his mouth from her breast and licked the drop of milk that oozed from her nipple. "I was just waiting for your pussy to relax enough that I could start fucking you without blowing my load on the first stroke. After all, I want to give you at least two orgasms for every one of mine."

"Thank you daddy," Gwen said with a moan of pleasure as her father's cock started sliding in and out of her pulsing slit again.

"No, thank you, Gwen," her father said as he shifted to her other nipple and licked the milk that oozed out of that tit. "I've been waiting for this night for years, and I was always afraid it would never come."

"Well you don't have to worry about that any more," Gwen said with a sigh of pleasure, "you can fuck me and sleep with me all you want - as long as Ben and I aren't working on a new baby that is."

"I guess I can live with that," Gwen's father said with a grin as his daughter slid into her bed and rolled over on her side. He slid into the bed next to her and snuggled up to her back until his half hard prick bumped up against the back of Gwen's legs until she opened her thighs just wide enough that he was able to slip between her legs until the head of his cock popped between her pussy lips and wedged into her fuck hole.

"That feels good daddy," Gwen said sleepily, "and I know I'll have nice wet dreams with your cock inside my cunt while we sleep."

"Not as good as the dreams I'm going to have," Gwen's father said with a yawn as he slipped his arms around his red-headed daughter to squeeze her milk filled tits while he petted her swollen belly. "Good night, Gwen."

"Good night daddy," Gwen said with a yawn of her own as she closed her eyes.

As Gwen led her father to her bed Jane led Max and Ben's father toward her bed. "Now how are we going to do this?" the brunette asked as she sat down on the edge of her bed and reached out to grip a cock in each hand. "I wish I could fuck both of you at the same time."

"Oh I think we can manage that," Max said as he gave his son a wink.

"What do you have in mind," Jane asked in a worried voice as she looked from one wide grin to the other.

"Did Gwen ever tell you what a fuck sandwich was?" Max asked as he removed his cock from Jane's loose grip and sat down next to her on the edge of the bed.

"You can't be serious," Jane said as she looked from Max's cock to the even larger cock of Ben's father. "You expect me to take one of your cocks in my ass while I take the other one in my pussy?"

"Gwen does it," Grandpa Max pointed out as he lifted the pregnant brunette up and set her down on his lap. She could feel the older man's cockshaft between her ass cheeks while the head tickled the base of her slit. "And I know she likes it because back at Thanksgiving she was the one suggested doing it again."

"Here son," Max said as he tossed the tube of KY Jelly to Ben's father, "lube us up. Make sure you get plenty of lube in Jane's ass."

"Sure thing dad," Ben's father said as he knelt down and pushed Jane's legs apart so he could get to his father's cock and the eleven year old's butt. He stopped to admire the girl's beautiful brown furred cunt.

"I can see why Ben likes you so much," Ben's father said as he ran a couple fingers along the girl's drooling pussy lips and then put the slimy digits up to his mouth to lick them clean. "I just wish I'd been the one to knock you up - but of course that's impossible." He put some lube in his hand and started to coat Max's prick with it, from where she sat in Max's lap Jane looked down at Ben's father and noticed that his brown hair was thinning out to the point that he had the start of a bald spot toward the back of his head.

"If you don't mind my asking," Ben's father said in a casual voice as if it was an every day thing for him to lube a girl's ass before he fucked her. "What do you think of my son?"

"Ben?" Jane said shakely as Ben's father pushed the lube into her ass. "This may sound strange, but I never really thought about it until now. The truth is, I love him. That may sound strange since I've watched him fuck two other girls on an almost daily basis - and that's not even counting the fact that he knocked both of them up. Actually, I kind of liked watching him do it - even when I knew he was trying to knock Keesha up when he popped her cherry. I guess I'd say I was a voyeur if I didn't like to join in. Does that sound crazy?"

"In this family I think you fit right in," Ben's father said, "what do you think dad?"

"I think you're right, son," Max said as he rubbed the tip of his cock through the lube that oozed out of Jane's ass. As Max ran his cock up and down Jane's lubed ass Ben's father knelt between the girl's knees and sucked on her pussy. When Max felt Jane quiver with pleasure he put his mouth next to her ear and whispered, "Are you ready for the first part of the fuck sandwich."

"Yes," Jane groaned as Ben's father pushed his tongue deep into her slit. "I'm ready for anything."

"Here we go then," Max said as he raised Jane's ass up a few inches from his crotch and set the head of his cock against her butt hole. Jane's whole body went stiff as Max's cock entered her ass and Max held her there with the head of his cock just inside her opening as his son continued to eat her cunt. "Ready for some more?" Max asked when he felt Jane's body relax a little in his grip.

"Yes," Jane hissed through her teeth. "This feels so strange, it's like I'm taking a shit in reverse. But I think I'm going to like it."

"I hope so," Max said as he eased another inch of his throbbing shaft into the girl's butt. He paused again as Jane tensed in his hands but continued when she relaxed almost immediately. This time Jane slid all the way down his shaft until the whole thing was buried in her ass. "How does it feel?"

"Weird," Jane said with a shake of her head, "it's not the same as having a cock in my pussy, but it still feels good and sexy. I like it, not as much as a cock in my cunt, but I do like it."

"Well," Max pointed out with a soft laugh, "this is only part of a fuck sandwich. Are you ready for the rest of it?"

"Sure," Jane said with a broad grin as she watched Ben's father stand up between her thighs so that his hard cock bounced temptingly just a inch from her slit. Jane had to crane her neck to the side to watch as Ben's father grasped his shaft in his hand and aimed it for her drooling pussy.

As Ben's father slid slowly into her pregnant pussy he placed his hands on either side of her swollen belly and gave her a big grin. "So, Ben's twins are in there, is that right."

"Yes," Jane said with a hiss as she felt the new cock slide past the one buried in her ass with just a thin wall of flesh between them.

"I am so jealous of my own son right now," Ben's father said as he slid the rest of his cock into Jane's cunt and rotated his hips so that his pubic hair tickled the girl's erect clit. "I wish I had three hot horny pregnant sluts to fuck, and that's not even counting the two new ones he's fucking right now."

"But you do have three hot horny pregnant sluts to fuck," Jane pointed out. "At least you would if Keesha was here to join in the fun. But don't worry, I'm sure Gwen and I can make up for her."

"I'm sure you will," Ben's father said as he started to slide his cock in and out of Jane's tight cunt, slapping his flat belly against her swollen one with every stroke. Jane could feel Max starting to move in her ass too and she was surprised to realize just how fast her body responded to the double stimulation and jolts of sexual energy rushed up her spine from her ass and her pussy both.

"I'm cumming," Jane screamed as the two cocks in her body sent bolts of energy straight to her brain as it exploded in pleasure.

"Hold on son," Max yelled, "ride this one out and let's see how many more we can give her before we explode."

"I'm trying dad," Ben's father said through clenched teeth, "but her cunt's milking me for all it's worth."

"You can do it," Max encouraged as he tried not to shoot his own load into Jane's ass.

Somehow the two men managed to hold on until Jane's body stopped quivering and her pussy and ass released their pricks so they could keep fucking her. But both men knew that they wouldn't be able to hold out through another orgasm and they were both determined to give Jane as much pleasure as they could before the pregnant preteen milked them dry.

"Oh God," Jane gasped as the two men continued to fuck her ass and cunt, "this is better than I ever imagined it would be."

"I knew you'd like it," Max growled as he slammed his cock in and out of Jane's ass.

"Like it?" Jane groaned, "I love it. This is better than straight fucking, and I love that."

Ben's father could feel his balls start to clench and he knew it wouldn't be much longer before he shot his load deep in the belly of his son's pregnant girlfriend. He looked down at Jane's face and saw her gasping for breath as she approached her second orgasm, and from the look of concentration on his father's face he knew Max would be shooting his load right along with him.

"Jane," Ben's father said with affection as he looked down at the girl's bouncing tits and belly.

"Yes?" Jane managed to say as she panted for breath.

"Welcome to the family," Ben's father said as he buried his prick deep in the girl's pregnant body and shot his load into her spasming cunt as Jane milked every drop of cum from his shaft and balls.

"Oh God," Max screamed as he shot his own load deep into Jane's bowels and her ass clamped tight around his shaft.

"Thank you," Jane murmured as she hugged Ben's father and leaned forward to kiss him. "This is the best welcome I could ever hope for."

"And it won't be the last one," Ben's father said as Jane's pussy held his cock tight. "But it may be the last one for now, that cum drained me more than I expected."

"Me too," Jane said with a yawn as she released Max's cock from her ass and pulled Ben's father onto the bed next to her. "Why don't we sleep like this, and if you wake up during the night with enough energy to fuck me again, go for it."

"Oh, I will," Ben's father promised. "Dad, why don't you turn off the light? It looks like Gwen and her father are already asleep."

"Ok," Max said as he got off the bed, "but make some room for me too."

"Sure thing," Jane murmured sleepily as she shifted her body to make room for the older man.

With a satisfied smile Max turned out the light and slid into the bed, his cock nestled up against Jane's ass.

As he followed his mother's naked ass into the master bedroom Ben was still trying to make sense of everything that had happened that night. It was still hard to believe that he and Gwen were actually brother and sister and that Grandpa Max was their real father. It was even harder to believe that their parents had planed for them to end up fucking each other - much less that his mother and aunt expected him to knock them up with his own brothers and sisters. But here he was following his naked mother into his aunt and uncle's bedroom with his naked aunt following them through the door.

"So Ben," his mother said as she turned around and sat down on the edge of the bed as his aunt sat down next to her and opened her thighs to give him a clear view of her dripping slit. "Are you surprised?"

"Fuck yes," Ben said as he forced his eyes away from his aunt's hot pussy and found himself staring at his mother's tits instead. "Gwen and I never suspected a thing."

"Good," his mother said as she ran her fingers down her breasts and stomach until the came to rest on her erect clit, "does it bother you to find out that you fucked your own sister and knocked her up?"

"No," Ben said slowly as he watched his mother and aunt stroking their pussies as they watched him.

"What do you think about fucking the two of us and knocking us up?" Gwen's mother asked as she licked her lips in anticipation.

"I think I'm going to be one happy, horny, mother fucker - and aunt fucker for that matter."

"Good," Ben's mother said with a pleased smile as she reached out to run her finger along Ben's cock. "So, who are you going to fuck first?"

"Well," Ben said slowly. considering his words carefully as he looked from his aunt's red hair and bobbing pink nipples before he turned to look at his mother's brown hair and full tits. "It's real hard to decide between two hot and horny women - especially since I know that you're both fertile and that I'll be able to knock both of you up before the nights over."

"Well both of us are in our fertile periods," Ben's mother said as she reached down to stroke her son's hard cock. "But you still have to decide which one of us you're going to fuck first."

"I know," Ben said as he reached out to pinch his mother's hard nipples.

"Don't forget me," Ben's Aunt Karen said with a laugh as she ran her fingers down her nephew's stomach until she reached his balls and ran her fingers through Ben's pubic hair.

"How can I forget about you when you keep waving your big tits right in front of my nose?" Ben asked as he reached out with one hand to squeeze the red-head's full tits. "But right now I think I should fuck my mom first. After all, I have to live with her."

"You've got that right young man," Ben's mother said with mock sternness as she lay back on the bed and opened her legs in obvious invitation as she gave her son a wide grin.

"You do have a point," Ben's aunt admitted as she shifted to the head of the bed so she could easily reach the other woman's large tits as Ben crawled between his mother's open legs.

"Wow," Ben said as he looked down at his mother's hairy cunt, "I didn't know a pussy could have so much hair. When I started fucking Gwen she only had a few red hairs around her slit, and even Jane only had enough hair to see the color of her pubic hair."

"Well Gwen and Jane are still pretty young," Ben's mother pointed out as her son ran his fingers through her thick thatch of wet pussy hair. "Your aunt and I are grown women so we have a lot more hair down there."

"I guess so," Ben said as he used his fingers to push the pubic hair away from his mother's slit and then leaned forward to kiss her cunt before he stuck his tongue out and ran the tip up and down her swollen pussy lips and sucked on her clit.

"Oh yes," Ben's mother moaned as her eleven year old son ate her pussy like he knew exactly what she was doing. "How many girls have you done this to, Ben?"

"Just Gwen, Jane, and Keesha," Ben said quickly as he pulled his tongue away from his mother's slit and gave her and his aunt a defensive smile.

"Don't give me that Ben," Ben's mother said as she ran her hands through her son's brown hair. "It's obvious that you have more experience eating pussy than you could get with just three girls."

"Your mother's right Ben," Ben's aunt said as she massaged his mother's breasts. "Just watching you I can tell that you have a lot more experience than you could get from eating out three girls. I promise I won't tell Gwen, but just how many girls are you fucking right now?"

"Counting Gwen, Jane, and Keesha I'm up to a half-dozen right now," Ben admitted sheepishly, "and by this time next week I'll probably be up to a dozen - and that's without counting the two of you."

"In that case you should be able to give both of us several orgasms each before the night's over," Ben's mother said as she pushed her son's head back into her crotch so he could go back to eating her wet cunt.

"And you should be able to knock us both up too," Aunt Karen said as she squeezed Ben's mother's tits so her nipples popped out so she could lean down to lick her friend's tits.

"I'm sure I will," Ben said, his voice muffled by his mother's cunt.

Realizing that he no longer had to hide his experience at pussy eating Ben started using all the tricks he'd learned while eating and fucking the girl's he'd already knocked up at school. Just like with Keesha Ben knew that his mother and aunt were both fertile and he knew that if he fucked both of them during the night he'd knock both of them up before the whole family met in the living room in the morning.

"Yes," Ben's mother screamed as her son's tongue drove her over the edge. Ben sucked at his mother's slit, drinking the juices that flowed from her spasming cunt as fast as he could, but it wasn't fast enough amd his face was smeared with much of the juice that spurted out of her cunt lips.

"I guess you liked that," Ben said as he took his face out of his mother's pussy and smiled at her over her large tits.

"I loved it," Ben's mother said as she smiled down at her son. "And I'm going to love it even more when you start fucking me."

"Why wait?" Ben asked as slid up his mother's body, kissing her flat belly and full tits as he brought his cock up between her thighs until the tip kissed her soaked pussy.

"Yes," his mother said as she grabbed her son's shaft in her hand and held it steady against her slippery cunt lips. "Fuck me Ben, fuck me and knock me up with your baby."

"Yes mother," Ben said, giving his mother another smile before he bent down to kiss her as he slid his cock into her hot wet pussy. "I promise to do everything you want me to, you know how obedient I am when I want to be, and right now I really want to obey you."

"Good boy," Ben's mother said with a sigh of pleasure as her son's cock entered her body with one quick thrust. "Now fuck me hard and fill my belly with your baby."

"With pleasure," Ben said, giving his mother another smile before he caught her large nipple in his mouth and sucked on it as he slammed the full length of his cock into his mother's cunt with all his strength."

"Fuck me Ben, fuck me," Ben's mother screamed as her son fucked her enthusiastically. "You are such a good fuck Ben."

"I love to fuck mom," Ben grunted as he arched his back and watched his mother's tits bouncing with every thrust. "And I really love fucking you. Why did you wait so long to tell us the truth? I could have been fucking you and Aunt Karen for months now if you'd just asked me to do it."

"I've been wondering about that for almost four months now," Aunt Karen said as she slid into the bed and reached for one of the tits bobbing in her face. "But everyone else wanted to wait until we found out if you were ready and willing to fuck anyone besides Gwen."

"Ready, willing, and anxious to knock up as many girls as I can," Ben said as he continued to fuck his mother. He could feel his balls starting to twitch and he knew it wouldn't be long before he shot his load and knocked his mother up with his own brother or sister. He could tell his mother wasn't far behind him as her cunt twitched around his shaft in anticipation of her second orgasm of the night.

"Good," Ben's mother panted as she wrapped her legs around her son's ass and pulled her in tight as his cock jumped in her pussy and her fuck hole clamped tight around Ben's shaft and held it deep in her belly as he shot his load with a scream of pleasure.

"That was wonderful mom," Ben said as he leaned down to kiss her sweaty face without removing his cock from her sucking pussy.

"So, what are the chances that you knocked me up?" Ben's mother asked with a sigh as she caught her breath.

"Excellent," Ben said as he looked down at his mother's belly, he could already see it swelling with the baby he knew he'd already managed to plant in her body.

"My turn," Aunt Karen said, pushing Ben's butt as his mother opened her legs so Karen could roll her nephew over onto his back. Ben noticed that his mother closed her legs tight together to hold his cum in her pussy and wondered if he should tell her that she didn't need to do it, but he decided not to when he saw the look of pleasure on her face.

"You're almost hard enough to fuck already," Aunt Karen said as Ben's back landed on the mattress and she grabbed his still erect cock in her hands. "A few quick licks and you'll be ready to slide this baby maker into my cunt and knock me up too."

"Oh God Aunt Karen," Ben groaned as his red haired aunt sucked his shaft into her mouth and let it slide along her tongue. "You're even better than Gwen."

"Well my little girl doesn't have my experience with cock sucking," Aunt Karen said with a grin as she let Ben's cock pop out of her mouth so she could lick the juice off her lips. "But now that you all know the truth I guess I can give her a few lessons. But as much as I love sucking cock, I love fucking even more - especially when I know the boy fucking me is going to knock me up. Are you ready Ben?"

"Ready, willing, and able," Ben told his aunt as she straddled his hips and lowered her crotch until the red hairs around her slit tickled the tip of his quivering penis.

"Good," Aunt Karen said, dropping her hips down on her nephew without warning so that his cock split her pussy lips and slid all the way into her fuck hole until her erect clit rested on Ben's bare belly. "Oh God I love fresh cock," Ben's aunt moaned as she swivelled her cunt in a circular motion around the eleven year old's buried cock.

"Not as much as I love fresh pussy," Ben groaned as he reached up to grab his aunt's swaying tits and pulled her down so he could suck on her erect nipples.

"Good boy, Ben," Aunt Karen said as her nephew sucked on her tits and she started sliding her slit up and down his pole. "Even if I didn't know about Gwen and the other girls I'd know that you'd fucked before. You obviously know what you're doing."

"But I still have a lot to learn," Ben said with a groan of pleasure as he took his mouth away from his aunt's nipples. "Are you ready to teach me Aunt Karen?"

"Ready, willing, and able," Ben's aunt said, repeating his own words with a chuckle.

"We'll both teach you, Ben," his mother said as she leaned over to give her son a kiss. "But right now I think you're doing just fine. In fact I think you're right about knocking me up already, even if it will take two or more weeks to get morning sickness and a positive result on a pregnancy test. So, do you want a sister to fuck? Or a brother to help you keep up with all the daughters you have to fuck when they get old enough?"

"I don't know, mom," Ben panted, he could already feel his balls starting to fill with a fresh load of cum and he knew it wouldn't be long before he was knocking his aunt up just like his mother. "How would you like to have both?"

"Twins?" Ben's mother said thoughtfully, "I don't know if I'm ready for that."

"Who said anything about twins?" Ben panted as his aunt picked up the pace of her fucking, he could feel her fuck hole quivering around his cock and he knew it wouldn't be much longer before she had her orgasm. He hoped he'd be able to hold off until she made it. "I just thought we'd have a few more after this one until I had enough brothers and sisters to keep me busy for the rest of my life."

"I like the way you think Ben," Aunt Karen said as she pulled her tits out of Ben's grasp and rode his cock so hard he thought she was going to bounce right off it. Somehow the older woman managed to keep the head of his prick in her fuck hole in spite of her enthusiasm and rode it all the way down to his balls with every stroke. Suddenly Aunt Karen's head snapped back as she drove her pussy down for one last thrust and held it there as her cunt muscles squeezed his shaft like a vice and she screamed in pleasure as her red hair was flung back and forth with every shake of her head. "I'm cumming," she screamed.

"So am I," Ben screamed a second later as his balls clamped tight and he shot the first wad of cum into his aunt's thirsty womb. "Here cums your baby Aunt Karen."

"Yes," Aunt Karen screamed as her body thrashed around in pleasure, her pussy, clamped tight around her nephews spewing cock was the only thing that didn't seem to be moving.

"Oh my God," Ben's aunt said a few minutes later as she rolled off her nephew, her body still quivering from the intensity of her orgasm. "Are you sure you knocked me up?" she asked.

"I'm sure," Ben said as he looked up and down his aunt's naked body. He still didn't know how he knew, but he was sure he'd managed to knock up both his mother and aunt now.

"How are you doing Ben?" his mother asked as she slid her hand down his body until she was able to grasp his wilted cock. "Think you can go another round just to be sure?"

"I'm already sure, mom," Ben said with a weak grin, "but even if I wasn't I need to rest before I'm ready for another round."

"Ok Ben," his mother said as she snuggled up next to him on one side and his aunt snuggled up on the other, "but remember, if you wake up during the night and you feel horny enough to go again, we don't mind."

"I'll remember that," Ben said with a yawn as his mother turned off the bedside light and he closed his eyes to sleep, dreaming of the next day and all the fucking he'd be able to do then."

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**well, good news and bad news. good news, only 2 chaps left, bad ****news, only 2 chaps left. i hope you guys enjoyed the lemons, this is by far the craziest one for this fic. **

**R&R please, and vote on my poll, this week its pie. **

**for those that voted b4 enjoy ur cake and cookies. *tosses cake and cookies to voters* **


	12. Chapter 12

**second to last chap, enjoy it. now may i introduce ben's final woman.**

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"And stay down," Ben growled as he struck the alien robot with all four fists so that the casing shattered under the blow.

"You too," Gwen said as she enveloped the robot she was fighting in a sphere of magical energy and shrank it until the alien metal was crushed under the pressure of her spell. Ben tore his eyes away from his cousin and her slim body, he still couldn't understand how she was able to disguise her pregnancy with a spell so she could fit into her Lucky Girl costume and go out in public, but he was glad she was able to hide her true identity and keep helping him in his alien forms.

"That takes care of that," Ben said in his rough baritone as he slapped his four hands together to brush the dust off his red skin. "As long as you don't need us for anything else, I'm late for an appointment."

"No, no I think that's everything," the police commissioner said as he looked over the shattered street and broken lampposts left behind in the two block battlefield. He had to remind himself how much worse things would have been if Fourarms and Lucky Girl hadn't shown up when they did.

"In that case we're off," Ben said as he left the police officer behind him as he leapt away with Lucky Girl flying close behind his large red figure.

"Ben we need to land fast," Gwen said, "my alteration spell is about to wear off and we don't want to be in the open when my belly and tits grow several inches all at once."

"Ok, there's an empty alley down there to the right. I need to land too, I think the Omnitrix is about to time out."

Even as Ben landed next to Gwen his red-headed cousin was pulling her tight fitting shirt up to expose her belly. In the next second Gwen gave a grunt that seemed to be a mixture of pain and pleasure as her spell ended and her stomach swelled from the taught flat belly of a normal girl her age to that of a girl close to her eighth month of pregnancy. "There there sweetheart," Gwen said as she patted her belly, "Mommy's here."

"Wow," Ben gasped as the Omnitrix timed out and he changed back to himself in a burst of red light. He could see Gwen's stomach move under her hands and realized the baby was kicking in her womb.

"What's wrong Ben?" Gwen asked as the baby calmed down. "You know I have to comfort the baby after I use that spell. The baby doesn't actually leave my body when I use the spell, but it is shifted to another dimension for a short time and I need to reassure it when I bring it back."

"That's not what I was reacting to," Ben said as he shifted the position of his hands and Gwen realized that her cousin was trying to cover the bulge in the front of his pants as he spoke. "You remember during the summer when we were all sleeping together and every once in a while I'd wake up in the middle of the night and start fucking you like crazy?"

"Sure I remember," Gwen said with a smile, "those nights were some of our best fucks.

"Well the truth is that it always happened after I had a recurring dream," Ben said with a groan as he tried to straighten up in spite of his erection. "The first time I had the dream was the first night we all slept together, the first night after we found out you were pregnant."

"Do you remember the dream?" Gwen asked with a mischievous grin as she continued to rub her pregnant belly.

"I sure do," Ben said, "well, not all of it, but I do remember that it involved watching your belly swell from flat to baby filled in seconds."

"You mean like what happened just now when my spell wore off," Gwen asked as she tried to keep a straight face.

"Exactly like that," Ben said with an enthusiastic nod as he stared at his cousin's bare belly. "And what are you laughing about?"

"I always wondered what you were dreaming about on those nights," Gwen said with a smile. "You see Ben, when I woke up that first night with your cock already fucking my cunt it made me so horny I wanted you to do it again. I managed to find a spell in my book and used it to gave you the same dream several times through the summer so you would fuck me like that again. Even though the spell gave you the same dream, I never knew what you were dreaming - until now."

"You know, Gwen," Ben said with a chuckle, "you didn't really need to give me that dream night after night. I was always horny for your pussy, and I just got hornier when your belly started to grow."

"I know," Gwen said with a broad grin, "but it gave me an excuse to use my magic, and the dream always made you that much hornier. By the way, my mom said to tell you congratulations."

"What for?" Ben asked as he poked his head around out of the alley to check the time on the bank clock across the street.

"Let's just say that she barely made it to the toilet this morning," Gwen said with a twinkle in her eye, "and after she cleaned up after herself she used one of her pregnancy tests and it turned pink."

"Same thing happened to my mom yesterday morning," Ben said as he puffed his chest out proudly.

"So this makes you what? Ten for ten now," Gwen asked as she watched the shock in her cousin's face. "Or did I miss a couple girls you knocked up?"

"You know about the other girls I've been fucking?" Ben asked sheepishly.

"I know and I don't really care that much, Ben," Gwen admitted. "I know you're a horny guy and the three girls I know that you knocked up said they came on to you and you couldn't seem to resist them."

"Strange but true," Ben said with a frown. "I always seem to know when a girl is fertile - and when she is I just can't resist her when she makes a pass at me. You don't suppose that has something to do with the Omnitrix do you?"

"Maybe," Gwen said hesitantly, "we really don't know everything it can do. I guess it's possible the thing can sense a girl's fertility cycle - it might even boost your sperm count to give you a better chance to knock a girl up. But I don't know why it would that."

"I don't either," Ben said with a shrug, "but we don't know how it can change me into my alien forms either. And since I can't take the watch off we may never know if I'd be just as horny and fertile without it."

"That's true," Gwen said with a nod. "Ben, I noticed that you were checking the time, are you really late for an appointment?"

"Not yet, but I will be by the time I get to Keesha's," Ben said as he looked to see if the coast was clear before they left the alley. "She called me this morning and said there was something important she needed to talk to me about. I'm suppose to be at her house in fifteen minutes but it will take me at least thirty to walk from here, and I don't think the watch will have time to recharge before then."

"You know, Keesha's house is only five minutes from my place," Gwen said. "I can teleport both of us there and then you'll have time to congratulate my mother before you head over to her place."

"Sounds like a plan," Ben said, "let's do it."

Ten minutes later Ben stopped to catch his breath before he reached out to knock on Keesha's front door. He wanted to take the time to congratulate his aunt properly on getting knocked up with his baby but she'd shooed him off to meet Keesha with a promise that they'd spend some time together later. The door opened even before he had a chance to rap on it a second time and he saw Keesha's pretty black face smiling at him through the opening. "Hi Ben," Keesha said with obvious excitement, "right on time. Come on in before someone sees you."

"What's wrong," Ben asked as he slipped through the door and Keesha closed it behind him, "ashamed of me already?"

"Never," Keesha said, giving Ben another grin as she rubbed her belly suggestively. "But I don't think it will be a good idea for any of the neighbors see you and put things together later."

"Keesha, you're already pregnant," Ben pointed out. "If your neighbors see me now they'll never know that I already knocked you up."

"I wasn't talking about me and my baby Ben," Keesha said as she grabbed Ben by the wrist and dragged him into the living room.

"Than what are you talking about?" Ben asked.

"Don't you mean who Ben?" Keesha's naked mother asked as she smiled at him from the couch.

"Mrs.," Ben started to say as he gaped at the naked black woman as she fondled her full breasts and teased her erect dark brown nipples.

"Call me Sonia," Keesha's mother said as she smiled at Ben, "it would be awkward to have my new lover call me anything else."

"What do you mean, Sonia," Ben asked nervously as he felt his half hard cock spring erect as he stared at the woman's naked body. He could sense the woman's fertility just as he had a month earlier.

"I mean just what I said," Sonia said as she got to her feet and crossed the floor to where Ben stood just inside the living room. "You have no idea how long I've been waiting for Keesha to find a boyfriend and get herself knocked up. I always wanted more children but since Keesha's father - my father as well - died before she was born I knew I wouldn't have any more children by him. And none of the lovers I've had since Keesha was born struck me as good enough for what I wanted. But now that Keesha's found you I've decided you're exactly what I want."

"And what is that?" Ben asked weakly as Sonia led him back to the couch and started stripping his clothes off his unresisting body as she sat down.

"Someone who is ready and willing to knock me up with all the babies I want, but doesn't want to tie himself down with a long term relationship," Sonia said as she pulled his underwear down and smiled at the way his cock bounced in front of her eyes as it sprang free.

"That sounds like me," Ben said with a chuckle as Sonia grabbed his cock and sucked it into her mouth. "But I thought most people your age would want a permanent relationship."

"Well I'm not most women," Sonia said as she let Ben's prick pop out of her mouth as she spoke. "I want more babies and I don't care if their father sticks around or not."

"Are you sure that's what you want?" Ben asked. "I mean, I know I like sex and I enjoy knocking girls up, but if you want more than one baby from me doesn't that mean some kind of long term relationship?"

"Long term maybe," Sonia admitted as she stroked Ben's erect cock and gave him a wink, "but not a close one. And that's what I'm looking for."

"Then I'm your man - or boy as the case may be," Ben said with a quick inhale of breath as Sonia bent down to kiss the tip of his prick. "I'll knock you up with all the babies you want and keep coming back to give you more."

"That's just what I wanted to hear," Sonia said with a wide smile as she released Ben's cock and settled herself on the couch, opening her thighs wide in obvious invitation.

"Keesha, what are you going to do while I'm busy knocking your mom up with your brother or sister?" Ben asked as he knelt between Sonia's legs and bent down to get a good look at the wet pink pussy lips buried in her thick black pubic hair.

"Oh don't worry about me," Keesha said as her naked body slid into Ben's view, "I'll be joining the fun."

"You see Ben," Sonia said with a sigh of pleasure as her thirteen year old daughter knelt next to the younger boy and started stroking his hard cock as he ate her mother's wet cunt, "once I realized that Keesha finally had a boyfriend - and that he'd managed to knock her up - I did everything I could to convince her that I didn't have a problem with her having a baby. And then I went even further to convince her that I'd really wanted you to knock me up."

"I was sure mom was trying to trick me into finding out who the father was," Keesha said as she rubbed her flat belly affectionately. "Yesterday she finally convinced me that she was willing to share you and that we could both have as many babies as we wanted from you."

"Wow," Ben said as he looked from mother to daughter, "just like that the two of you are willing to share me and let me knock you up over and over again?"

"That's right Ben," Sonia said as she reached down to run her hand affectionately through his brown hair. "And if I want to catch up with Keesha we better get started on our first baby right now."

"You don't have to ask me twice," Ben said with a smile as he pulled his prick out of Keesha's grip and slid up Sonia's body until the tip of his cock was wedged between the older woman's wet pussy lips.

"That looks so hot," Keesha said as she sat back and watched Ben shove his six inch cock into her mother's hungry pussy. "So Ben, what do you think the chances are that you'll knock my mother up with this fuck?"

"I have a very good feeling about this fuck," Ben said with a grunt as the head of his cock slammed into Sonia's cervix and his brown pubic hairs meshed with her black ones. "Besides, you know I've had a perfect record so far, I'm sure your mother will end up just as pregnant as you and every other girl I've fucked."

"Good," Sonia said with a moan as she wrapped her legs around Ben's ass to hold him close as he fucked in and out of her well oiled slit. "The sooner you knock me up the better."

"Oh, I'm sure I'll knock you up," Ben said as he rotated his hips every time his cock hit Sonia's cervix. "I always know when I'm about to knock a girl up."

"I wondered about that," Keesha said as she bent down to lick her mother's tits, catching the nipples between her teeth and teasing it with her tongue. "You always seem to know just when to fuck a girl so you can knock her up, but I still don't know how you do it."

"I don't know either," Ben admitted as continued to fuck Keesha's mother, "I think it has something to do with the Omnitrix but I don't really understand why it tells me when a girl is fertile. All I know is that when I know a girl is fertile and I fuck her she always gets pregnant. For all I know the watch could be why I'm so good at knocking up everyone I fuck."

Sonia groaned as she raised her hips off the sofa cushions to meet every thrust of Ben's cock as he slammed in and out of her hot wet cunt. "Fuck me Ben," Keesha's mother screamed, "fuck me and knock me up with Keesha's brother or sister."

"What if I knock you up with both?" Ben said with a mischievous grin, "after all you wouldn't be the first one to carry my twins."

"I'm not sure if I'm ready for two babies at once," Sonia grunted, "but once this one arrives I expect you to knock me up again - and again and again and again. In fact I expect you to keep knocking me up until I can't have any more babies."

"Wow mom," Keesha said, running her hands over her mother's belly as if she expected it to start swelling any second, "I didn't know you wanted that many babies."

"Neither did I," Sonia gasped as Ben started to pick of the pace of his strokes and she realized that it wouldn't be much longer before the boy shot his baby juice deep in her pussy as she had her own approaching orgasm, "but once Ben slipped his baby maker into my pussy all I could think of was how many babies I can have before I get too old."

"You're still young mom," Keesha said with a grin, "do you know how many babies that will be?"

"No," Sonia admitted as she humped back at Ben with every thrust, "but I'm sure I'll find out."

"I'm cumming," Ben screamed as he slammed his cock deep into Sonia's slit as his balls clenched as he shot wad after wad of baby juice deep into the older woman's cunt.

"Yes," Sonia screamed as her whole body exploded as Ben's cum splattered against the back of her womb. "Knock me up Ben, knock me up with your baby."

"I am," Ben panted as he tried to bury his spurting prick even deeper into Keesha's mother.

"That was so good," Ben groaned as he rolled off Sonia and lowered himself to the floor next to the couch.

"So Ben," Sonia said as she glanced down at her new lover, "when are you going to show me what you can do with your watch?"

"Soon," Ben promised as he frowned at the red dial of the omnitrix, "for some reason it's taking a long time to recharge right now. But I'll show you when I can."

"Don't tell me you're worn out already," Keesha said as she knelt next to Ben and grabbed his flaccid penis in her hand and held it steady as she brought her mouth down to kiss the tip.

"It always wears me out for a couple minutes when I actually knock someone up," Ben said with a moan as his cock started to harden as Keesha licked his shaft clean with her tongue. "But I don't think I'm going to be soft for long."

"Good, because watching you fuck my mom made me so horny I want to fuck you too," Keesha said, giving Ben a wide grin before swallowed his cock and slid it down her throat until her lips circled the base.

"You two go ahead and enjoy yourselves," Sonia said as she reached down to catch some of Ben's sperm as it leaked out of her slit and she used her fingers to push it back into her cunt. "I'll just lay here and let Ben's baby juice soak in while the two of you fuck."

"Thanks mom," Keesha said as she released Ben's now hard cock and straddled his hips, inching her way up his body until her drooling cunny hovered just an inch above his stiff cock. With a groan of pleasure Keesha lowered herself down on Ben's penis as he guided it into her wet slit.

"Oh yeah," Ben groaned as Keesha slid down his cock until it was buried deep in her pussy. The black teenager swivelled her hips and her black pubic hair meshed with his brown hair. "You know just how to fuck me Keesha," Ben moaned as the girl's cunt muscles rippled along the full length of his cock."

"I do have a good teacher," Keesha said, giving Ben a toothy grin as he reached up to massage her tender breasts until the nipples popped out with her own arousal and she leaned forward so Ben could suck on them.

"And who was that?" Ben asked in a teasing voice as Keesha slid her cunt up and down his quivering prick.

"You know very well Ben," Keesha hissed, placing his mouth next to Ben's ear as he sucked greedily on her tits, "you taught me everything I know about fucking. That's why I know what you like."

"And I know what you like too," Ben said as he switched his mouth to Keesha's other nipple.

"It's a good thing I like the same things you like," Keesha said, "otherwise I think we'd both be too horny for our own good. Now, are you going to shoot your cum inside me and give our baby a cum bath?"

"Oh yeah," Ben groaned as Keesha pulled her tits away from his mouth and arched her back as her body orgasmed around Ben's buried cock as Ben grabbed her hips to hold her steady as he shot his load deep in the black girl's body.

As Keesha draped her spent body across Ben's he looked up into her face and kissed her eyelids, "You know Keesha," he said as the older girl opened her eyes to look down at him with eyes full of lust, "I'm already looking forward to the day when you have the baby so I can knock you up again."

"Me too Ben," Keesha said with a sigh, "me too."

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**well, one to go, then i have to get working on the next. poll is closing next week, so last min votes are now ago. bye ****y'all **


	13. Chapter 13- Epilogue

**well, i have to say this fic did better than i thought it would. i hope you guys enjoyed it, in more ways than some for a few of you i bet. ;) **

**anyway i hope you guys enjoy the final chap. **

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"Old faithful strikes again," Gwen Tennyson said with a wry grin as she looked up from the stick of her home pregnancy to look at her reflection in the mirror of the medicine cabinet. As she looked at the freckles that stood out on her pale face she wondered if she was referring to herself or Ben as old faithful. In the twelve years since she and Ben had started fucking she'd managed to get knocked up eight times - nine times she reminded herself as she set the telltale stick down on the counter and rinsed her mouth out with some water from the tap.

Of course she wasn't the only one Ben kept knocking up. While most of the girls and women he fucked were content with one or two babies Ben still had his core harem of her, Jane, and Keesha, as well as his mother, her mother, and Keesha's mother. With her eight children she was right in the center for Ben's babies - right along with Keesha's eight children. Of course Jane had both of them beat with her twelve children (including two sets of twins) but she and Ben had been married for eight years now so she had more opportunity to fuck him then anyone else. And then there was Keesha's mother with nine of Ben's babies and another one starting to swell her belly again. Finally there was her and Ben's mothers with six children apiece, though it looked like Ben's mother was finally going to beat out her mother since she was carrying twins this time and her mother was only carrying one baby in her distended belly.

With a sigh Gwen wrapped her robe around her body and tied the belt before she turned to leave the master bathroom. She crossed her bedroom in three quick steps and opened the door to the hallway to see if she could hear what her children were up to. From the living room she heard the TV and recognized her oldest son's favorite cartoon show and nodded in relief, with no screams of snuffles of suppressed tears she was pretty sure her children weren't doing anything she had to worry about yet.

Closing the door to her bedroom Gwen stepped over to her dresser, she pulled the top drawer and selected a pair of powder blue panties and a matching bra. After she put on her underwear pulled open another drawer and stared thoughtfully at the t-shirts available before she grinned and picked out a blue on blue shirt with a stylized cart face on the front, somehow it seemed appropriate now that she knew she was carrying another one of Ben's babies. Finally she chose a pair of white caprea pants and pulled them on before she added her socks and tennis shoes and headed out to check on her children again.

She could still hear the cartoon show from the TV in the living room so she decided to let the older kids slide for a couple minutes while she checked on the younger ones. Opening the door to the children's room Gwen looked in and smiled at her eighteen month old daughter as she mumbled in her sleep and rolled her side in her crib. Just past the crib she could see her three year old son in his own bed as he opened his eyes at the sound of the door opening. Tim stared at her hopefully without lifting his head from the pillow and she smiled at him and gave him a nod. "Ok," Gwen whispered, "you can get up, but don't wake your sister up while you're getting dressed. I'll have breakfast ready in just a few minutes, ok?"

"Ok mommy," Tim whispered back as he threw off his blankets and sat up on the edge of the bed.

Gwen closed the door and headed for the living room just as she heard a short scream from her oldest daughter. "Perfect timing," Gwen muttered as she picked up her pace and rushed to the living room without actually running. She reached the opening to the living room and took a quick look around at her other six children seated around the living room. Eleven year old Kendle was standing in the center of the room apologizing to his ten year old sister Teena as she glared at her older brother. On one couch she could see eight year old Linda in the center with her seven year old brother Dennis on one side and her five year old sister Mindy on the other side as they watched their older brother and sister instead of the TV. The only one in the room who still had his eyes focused on the cartoon show was four year old Vincent.

"Ken Tennyson," Gwen said, giving her oldest son her best mother's glare, "what did you do to your sister?"

"I didn't do anything," Ken said with a nervous squeak as he looked up at his twenty-two year old mother. "She didn't believe me when I told her what I could do so I showed her."

"And what did you show her that would scare Teena like that?" Gwen demanded in her best no-nonsense voice.

"Well," Ken said nervously as he looked down at his bare feet. "I told her about how I can change into one of Uncle Ben's aliens."

"Oh really," Gwen said in obvious disbelief, "if you can do that then why don't you show me? Change it Fourarms."

"I can't," Ken sighed, "I can only change into one of Uncle Ben's aliens."

"Well then," Gwen said with a thin smile, "why don't you show me the one you can change into?"

"If you really want me to," Ken said, looking up into his mother's eyes like he was hoping she'd change her mind.

"Do it Ken," Gwen said.

"Ok," Ken said with a sigh as he took a step back from his mother. Gwen blinked away the green light that threatened to blind her and cast a defensive spell as she watched her son's body shift and grow before her eyes until she was looking up into the multi-faceted eyes of Horndog.

"Ken," Gwen said slowly as she dropped her spell and watched the nostrils in her son's alien face flare as if he was catching an unexpected scent, "how long have you been able to change into Sensoray?" she asked, careful to use the name Ben gave the alien in public instead of the one they used in private.

"Almost a year now, mom," Ken said sheepishly as his nostrils flared again. "I found out I could do it by accident, and the first time I changed I changed back after just a few seconds. But once I did it the first time I found I could do it again and I've been practicing until now I can hold this form for almost an hour."

"So you've been able to change into Sensoray for almost a year now and you never even thought to tell me?"

"It was our secret," Ken mumbled, "we didn't want to let anyone else know we could change until we could really control it."

"We?" Gwen asked as the word finally registered, "can someone else change into Sensoray?"

"Not Sensoray," Ken said, "Ben and Gwen can turn into Dittos."

"So," Gwen thought as she continued to look up at her son's large golden eyes, "you can change into Horndog and the twins can change into Ditto. I beginning to see a patern here but I better wait until I can talk to your father to see if he has an idea of what's going on here."

"Mom," Ken said as he blinked at his red haired mother, "did Uncle Ben knock you up again?"

"That's right," Gwen said with a weak smile, "you would be able to smell the difference. Yes Ken, your uncle and I are going to have another baby. Do you want another brother or sister this time?"

"I think another sister would be great," Ken said with a grin, "but I don't really care either way, I just like the idea that you and Uncle Ben are still making babies."

"Well I'm glad you're happy about it," Gwen said with a smile before she turned to look at the other children in the room, "but I want you all to remember that you can't say anything about who your father is - remember?"

"Yes mother," all her children said with an exasperated sigh. "You keep telling us we can't tell anyone that Uncle Ben is our father - except for our brothers and sisters."

"That's right," Gwen said with a comforting smile, "you can talk to your other brothers and sisters about your Uncle Ben if they're old enough to know the truth, but no one else."

"At least we don't have to be careful about calling him Uncle Ben," Teena said with a sigh. "Everyone knows he's really our cousin and they just think we're calling him uncle because he's older than us."

"That's right," Gwen said, giving her oldest daughter a nod before she turned to look around the room again. "Have any of you had breakfast yet?"

"Not yet, mom," Ken said. "You know all we can make is cereal, and we know you don't like us to have cereal every morning."

"In that case," Gwen said, giving her son a quick smile, "why don't you change back and I'll start the pancakes."

"Ok mom," Ken said with a smile that was obvious even on his strange but handsome alien face.

Gwen could sense the flash of red light behind her as her son changed back to his human form as she headed for the kitchen. With her magic Gwen started making the pancakes, sending pans, bowls, and other things flying around the room to mix the batter and heat the oil in the frying pan as she crossed to the phone. Before she had a chance to pick up the receiver the phone started to ring and Gwen picked it up. "Hello?" she said.

"Gwen," Keesha said on the other end of the line, "is that you?"

"It's me, Keesha," Gwen confirmed, "I was just thinking about calling you. Is something wrong?"

"I'm not sure if I'd say it's wrong," Keesha said in a rush, "but it's definitely strange."

"What happened?" Gwen asked as Keesha caught her breath.

"You're never going to believe this," Keesha said, "but just a few minutes ago I was working on an article when my laptop froze up. I was running through the regular tricks to try and free things up without shutting it down and losing my work when Misha came into the room. When she realized what had happened she asked if she could look at it and I decided to humor her since I'd run out of ideas anyway."

"Let me guess," Gwen said before her friend could continue, "Misha changed into a Greymatter and not only fixed your laptop, she upgraded it."

"How did you know?" Keesha asked in obvious surprise.

"Because I just found out that Kendle has been able to change into Horndog for almost a year now, and the twins are both able to turn into Dittos."

"That's impossible," Keesha said.

"You're saying that after seeing your own daughter change into a Greymatter?" Gwen said with a laugh as she watched the first pancake jump out of the frying pan and drop onto one of the plates lined up on the counter. "Keesha, I don't know how it happened, or why it's happening now, but I'm pretty sure the Omnitrix has something to do with it and I'm hoping that Ben will be able to put things together once he knows what's happening."

"I guess you're right," Keesha said, "I guess I better get off the phone and let you call him. By the way, are you still planing to send the kids over here after lunch?"

"All but Tim and Cindy," Gwen said, "they'll be taking their naps. But I'll send everyone else over when they're done eating."

"Okey, I'll see them then," Keesha said, "you see what you and Ben can come up with and let me know what you figure out."

"Will do, bye," Gwen said just before Keesha hung up. Gwen hit the disconnect on her handset and was about to hit the speed dial for Ben's cell phone when she noticed the smell.

"What in the world is that smell?" Gwen asked as she ran to the living room with the phone in one hand and covering her nose with the other one.

"Look at me mom," Teena's voice said from the form of a female Stinkfly with her oldest daughter's red hair that hovered above the floor.

"I don't have to see you," said as she waved the phone in front of her face, "I can smell you. Now change back before you stink up the whole house."

"Yes mother," Teena said dejectedly as she dropped to the floor and her whole body glowed red as it shifted back to her usual form.

"Honey," Gwen said as she gave her daughter and encouraging smile, "you can change and practice your new powers all you want when you're outside and no one can see you, but don't change in the house, ok?"

"Ok mommy," Teena promised.

"Now, who's first for pancakes?"

A few hours later Gwen was still trying to assimilate everything she'd learned that morning, washing the lunch dishes by hand just so she'd have something to do with her hands as she thought. She didn't even hear it when Ben used his key on the front door and walked in. "Gwen," Ben called, "where are you?"

"In the kitchen Ben," Gwen called as she rinsed off the last lunch plate and added it to the dish dryer.

"I got your message," Ben said as he entered the room and crossed it to stand behind his sister/cousin as she pulled the plug on the dishwater and waited for it to drain from the sink. "You didn't really say what was wrong but it sounded important so I got over here as soon as I finished classes. I even passed up a date with a girl I knew I'd be able to knock up."

"Sorry about that Ben," Gwen said with just a hint of sarcasm, "it probably could have waited until after you knocked her up."

"Gwen, I did get here as soon as I could," Ben pointed out. "I can't exactly skip any of my graduate classes you know."

"I know," Gwen sighed, "you have to get your masters if the Plumbers are going to hire you like they promised. But this really is important."

"So where are the kids?" Ben asked as he took a quick look around the room. "Are they alright?"

"The kids are fine," Gwen said, "they're playing over at Keesha's - except for Tim and Cindy, but the kids are what I want to talk to you about."

"Are you sure about that?" Ben asked as he slipped his hands under Gwen's shirt and ran them up to grope her tits through her bra. "Considering the shirt and pants you're wearing I thought you might be trying to remind me of something - like the first road trip we took with Grandpa Max?"

"Well I was thinking about that after I found out I was pregnant again this morning," Gwen admitted.

"I thought I knocked you up last month," Ben said with a grin as he pushed Gwen's bra up so he could fondle her bare breasts and tweak her nipples until they popped erect against his fingers.

"You always know don't you Ben?" Gwen asked with a sigh of pleasure as her cousin's experienced hands continued to play with her tits and she felt her pussy getting wet in anticipation of what she knew was coming. "But I did call you because of the kids."

"What about the kids?" Ben asked as he kissed the back of Gwen's neck and shifted one of his hands down her body until he slipped it into her pants and squeezed her wet cunt through her panties.

As Gwen told Ben about Ken and the others he pulled her shirt and bra off and pushed her pants and panties down to her ankles so she could kick them off her legs as he opened his zipper and pulled out his stiff cock. "So, any ideas?" Gwen finished as Ben ran the tip of his eight and a half inch cock along her wet slit.

"Oh, I have plenty of ideas," Ben chuckled as Gwen bent forward so he could aim his cock at her red furred cunt.

"I meant about the kids," Gwen said with a moan as Ben sank his cock into her with one quick thrust.

"Them too," Ben said with a grunt as Gwen slammed her ass back to meet hist thrusts. "We've known for a long time that there was more to the Omnitrix then just changing me into an alien. In fact I've suspected for a while that part of the reason I have such a high libido is because of the watch. Now I think there's even more to it then that, I think the Omnitrix could be altering the DNA of my sperm so that every time I knock a girl up the baby has the potential of changing into the alien that I've just been - or that I change into just after we fuck."

"So you noticed the pattern too," Gwen panted as her body quivered with her approaching orgasm, "Kendal can change into Horndog - the alien you changed into just before you knocked me up the first time - Ben and Gwen can change into Dittos - the alien you changed into just after you fucked Jane."

"And Misha can change into a Greymatter - the alien I changed into just after I fucked Keesha."

"Don't forget Teena," Gwen moaned, "you knocked me up with her just after a battle where you were flying around as Stinkfly."

"That's right, I did," Ben grunted as his balls clamped tight with one last thrust as he buried his cock deep into Gwen's already pregnant belly and screamed his pleasure as he shot his load."

"Oh damn," Gwen screamed as her body went tense and her pussy clamped down hard on Ben's cock to milk his baby juice into her belly.

"You're such a great fuck Gwen," Ben groaned in his sister's ear as he pulled his limp cock out of her wet pussy.

"You say that to all the girls you fuck Ben," Gwen said with a happy grin.

"Because it's true about every girl I fuck," Ben said with a chuckle.

"Ben," Gwen said as a sudden thought struck her, "just how many girls have you fucked and knocked up? How many kids do you actually have?"

"I don't know," Ben said with a frown, "it's hard to keep track after a while. Especially since I lost touch with a lot of the girls I fucked during the second and third road trips we took with Grandpa Max. But if I had to take a guess I'd have to say I have two or three hundred kids out there besides what I have with the family, Keesha, and her mother."

"That many," Gwen asked in surprise, "you've been busier than I realized. Anyway, Ben, what if every one of your kids has the ability to change into one of your aliens?"

"That's a lot of aliens," Ben said thoughtfully.

"It would make quite an alien defense force," Gwen said thoughtfully.

"I wonder if that's what the Omnitrix was doing all this time," Ben said. "Creating a force of human aliens to defend Earth against alien attack. In fact you could say that I've created the Ben Ten Alien Force."

"You're joking," Gwen said with a choked laugh.

"Not really," Ben said thoughtfully, "once my kids start changing a showing up all around the country I could go to the Plumbers and suggest that they take the kids in and use them as a defense force with me as the trainer and commander. When you think about it that way the name actually fits - in fact I bet someone else will come up with the name even if I keep my mouth shut."

"I think you could be right Ben," Gwen said as she bent down to pick up her clothes and pull them back on as Ben pushed his limp cock back in his pants and zipped them up. "The Plumbers would probably love the idea of having their own alien defense force and I'm sure they'd find a way to support your kids while you train them, and someone probably would come up with the same name you just suggested - but they'd never know how accurate the name was."

"I hope not," Ben said with a chuckle. As Gwen finished putting her clothes on Ben signaled for her to listen. "Did you hear that?"

"Yes," Gwen said after she listened to the sound of squeaking springs and moans of pleasure, "but who could it be?"

"Are you sure the kids are all at Keesha's?" Ben asked as he looked past the living room to the hall beyond it.

"I thought they were," Gwen said in a whisper, "but I guess someone could have come back while you and I were busy in the kitchen. "The sounds are coming from the girl's room."

"I can hear that as well as you can," Ben hissed. He crept up to the door and eased it open until he could peer into the room and see the two children on the bed before he moved aside so Gwen could see what was happening. As Gwen opened her lips in surprise Ben put his hand over her mouth and closed the door as silently as he'd opened it before he pulled her back into the living room.

"Ben, do you have any idea what you're doing?" Gwen said as the sound of her two children fucking continued to come from the other room.

"What can I say?" Ben asked with a shrug, "like father like son?"

"And like mother like daughter," Gwen agreed with a choked giggle, "more than you realize since Teena had her first period just two weeks ago."

"I suspected that," Ben said. "I don't know if Ken has the same chance to knock up Teena as I would, but if he has a chance to do it he probably has already."

"I guess you're right," Gwen said with a sigh and then frowned at Ben as he started to chuckle. "What's so funny?"

"I was just wondering, do you think we'll find out it eleven years what you get when you cross Horndog with Stinkfly?"

* * *

**well, there you have it. my first fic is now complete. let me know what you guys think. see ya next time, i hope. **


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